The Story Of Noisome Mist
by mechafone
Summary: A pony, long isolated, decides to leave the place she's always been, on a journey of self-discovery. On the way, she discovers more about herself and the strange powers that seem to be both a blessing and a curse
1. Chapter 1

Heeey there, readers! I'm posting this for a friend, a good friend and a good man who loves horses. This is his wildly imaginative and insanely creative story that follows Noisome Mist, a unique pony with a story that spans generations. If you like this story (and it's subsequent chapters) please leave your feedback. I'll make sure my pal gets those. He loves feedback as much as I do!

Part 1. A decision

For such a long time, long enough for her to lose track, she wandered the desolate canyon lands. The only company she had was the occasional rock goat and long eared rabbits. She has set her mind to leaving, that was the plan. She just has to have one last look at the rock wall in the cave. On it are drawn creatures that look like her, drawn all together in a group. They look happy and playful, tails streaming and manes flying. This is the only place she has ever seen them, never met a real one. Rock goats, long eared rabbits and hardy desert plants are all she knows.

Running down the canyon that leads to the cave, the warm reds and oranges of the surrounding rocks are a familiar sight. Just outside the cave she slows and enters at a walk. The earth tones of the rocks fades to black the further in she goes. She feels herself firm up and become solid. It's dark enough in here for that. Her misty white body takes on its bluish hue and her charcoal grey mane and tail darken up. The horizontal striping on the lower parts of all four legs, the long hairs under her jaw and down her neck and her face mask are all of the same charcoal grey, and darkened as well. She always liked her mask, starting at her nose and going around each eye ending under each ear. It sets her eyes off.

Now those slightly luminous ice blue eyes marvel at the creatures drawn running across the back wall of the cave. The scene is illuminated by a single shaft of light shining through a small hole somewhere opposite it, falling only on the painting, leaving the cave otherwise dark. This place feels special and very old. In the painting the creatures all run facing in the same direction. Is it a message from long ago, or just random? It does not matter now; her mind is set. That was the way she is going. She wills herself immaterial, passes through the rock wall and up and out of the canyons, running the way the painting had pointed. Not even a look back, determined!

As she passes up out of the rock she finds herself on a flat and open plain. The sun fades her back to a misty hazy outline of her self, and she no longer has to maintain her concentration to be immaterial, the sun does that for her. In fact, now she has no choice. The more light the more she fades. Just as well, fading from solid takes a lot of energy and will, besides she loves to be solid and real. The night time or in dark enough places are the only time she can be. The sun always fades her and turns her to an immaterial misty outline of herself.

As she runs her mind works. All she is doing now is new to her. She mentally runs through her check list. " I know I'm called a pony, though I have never met another like me. I know there must be others like me, some pony made the painting in the cave. There is nothing back where I came from so I wont even think of going back."

It is these thoughts that drive her on, and on she goes.

Part 2. Forest

On the forth day the brown and grassy planes are broken by dark shapes off in the distance. " Mountains! I know of these things but I cant remember ever seeing them," she thought. "And there will be trees." Continuing on with new and unfamiliar excitement, she picks up her pace.

The setting sun finds her walking among towering trees in gently rolling foot hills. There are living things everywhere. Short eared bunnies, deer, wolves and birds, so many birds. Their singing fills the twilight with a rejoicing feel. No ponies though... "I must be getting close, this place feels like magic," she thought.

The sun finally sets and she becomes solid. A riot of new scents washes over her. The desert canyons are kind of mute when it comes to smells. Mostly dry and dusty scents, old and forgotten. Once in a while a desert flower would bloom and smell so nice, yet nothing like the scents that overwhelm her nose now. This is just great to her, another reason she likes to be solid because when she isn't she loses the ability to smell. Running from tree to shrub, from grass to flowers she delights in all the new scents. Even the dirt here smells rich and alive. Such a marvelous new experience.

She looks up to see a full moon bathing the forest in its ethereal light. A light that robs things of their color but definitely not their scents. This moon is the same as in the desert canyons, but somehow not as hard and cold feeling. " If only I knew places like this awaited me beyond the rock and sand I would have left long ago." She spoke aloud to herself, the sound of her soft and shaky voice a stranger to her own ears. "I know now that the rock painting was a message, an invitation to find them. I will."

Running with sheer joy across the forested slope she comes to a small brook. The brook cascades its way down and across flat stone shelves and fills a basin before heading further down hill. Amazed, she approaches the basin. "Water is so rare where I come from, here it flows freely and aplenty, such wonders," she says, still speaking out loud to herself. She approaches the pool, the moon reflected and twinkling off the rippled surface. She slowly wades in. It is not deep and the gravely bottom is firm and supporting. "I have never seen so much water," she speaks in whispered wonder. Standing in the middle of the pool the water just tickles the hairs of her belly. Slowly she lowers herself into it. Now lying on the bottom, she marvels at the cool current running around and over her back, tickling each and every hair. "I have had water on me before, but never had water all around and over me. I like this." Each time she speaks, her soft and airy voice becomes a little less shaky. "I just know I'm going to find them. The other ponies, friends, my own kind. I won't be alone anymore."

With joyful thoughts she gets back to her feet and leaves the pool. This night is indeed magic. Heading up hill she resumes her exploration of the forest and soon discovers she no longer likes being wet. The desert had dried her off quickly on the rare occasion rain came at night, but here she is still sopping wet quite a while after leaving the pool. "Ha," she thought and concentrated, willing herself immaterial. She can feel the drag and drain of this effort. She fades out. For an instant the wet and glistening shape of a mare stands before collapsing with a splash to the ground. She takes a few steps forward before releasing her concentration, returning to solid. "Nothing that's not me goes with me when fading out. Good way to dry off, but tiring."

Looking up hill through the trees she can just see an opening, a clearing where the moon shines brighter. "I'll get to the top of this hill and sleep the rest of the night," she said, enjoying the company her voice gives her. The excitement and new experiences have worn her down. "What a night this has been. I can't wait to see the mountains and forest in the daylight." Her voice now has a soft and airy quality. Gone is the shakiness of disuse. She even finds the sound of her voice somehow comforting. She wonders why she hasn't voiced her thoughts aloud more often.

Part 3. A friend

Nearing the top of the hill she freezes. There in the moonlight is a form, lying in a clearing. A large form, larger than her. It has the body and tail of a lion, great folded wings, and the head of an eagle. Its forelegs end in the talons of an eagle. She feels fear tingling at her, she does not know what this creature is. Caught in indecision she wavers. "Do I run or approach?" she says, still thinking out loud.

"You may approach. I will not harm you." the creature tells her.

Thinking out loud has just helped. Now she knows what she should do. "Ok, but what are you? I don't know your kind."

"I am a gryphon, strange little pony. You should know that. Come join me, I was just wishing for some company." The gryphon says, spreading one wing in welcome.

She approaches, noticing this gryphon looks very old and battered. "Why did you call me strange?" she asked, approaching him. He still has a wing extended in welcome.

"Because you are way out here. No pony comes this far south. Also because you don't know my kind. All the other ponies know of the gryphons."

Her ears snap forward and her eyes brighten. "Other ponies! There are other ponies! For real?" She asks breathlessly.

"Come now, of course there are. Did you just crawl out from under a rock?" the gryphon asks, a strange tiredness in his voice.

"Um...Maybe." she says, thinking of the desert canyons.

"Here come lie beside me so I don't have to speak so loud, and my wing is getting tired." She notices he still has it raised in welcome.

She approaches and lies down beside him. Lowering his wing, he gently covered her with it. "My name is Simon and I am pleased to have your company. But where do you come from?"

"From that way" she says, looking back down the hill. She can't remember ever talking with another creature, and now she is not only talking with one but being comforted by one. She likes this very much.

"You are very trusting of strangers. You are strange, in a charming way, a young pony alone in the wilderness. Do you have a name?" The gryphon asks, sounding pleased and yet also somehow worn down.

"I...I don't think so." She stammers. "I have been all alone since I can remember. You are the first creature I have spoken with. There were paintings on the wall of a cave in the desert canyons. It showed ponies like me running in this direction, so I finally decided to leave and find them. I've been so alone and I would like to make friends."

"So odd," Simon says, "but fate is just. I think you will find a name, mist colored pony. And if it is friends you seek, Ponyville is where you want to go. Keep going north, the way that puts the rising sun on your right shoulder. You will find it past a dark and foreboding forest."

"Mist," The pony says. "I like that. Call me Mist. I am Mist! And Simon, you are my first friend."

"Ok then. I will call you Mist. I want you to know and remember something, Mist, whatever happens know that I'm so happy and honored to call you my friend and to be spending these moments with you. You are a wish come true for me." He sounded even more worn down and tired as time went on.

In the darkness and unseen by Mist a single tear rolls down the cheek of an old and battered gryphon. Not a tear of sorrow but one of joy. Joy that he is not alone in his final moments. That a strange and gentle pony has appeared and is now keeping him company. Joy that he was able to provide her some comfort, a name and some direction to find her own kind. It was the only reward he has to give.

"Mist," Simon says, "I must rest now, tomorrow go and find your new friends."

"Thank you for being my first friend Simon, and for being so nice to me," she tells him.

Mist closes her eyes and enjoys the warm comfort provided by Simon's sheltering wing. The last thoughts she has as she drifts off to sleep are of how happy she is to have made a friend, how incredible this night has been. She takes a deep breath and lets it out in a long sigh of contentment.

Dawn finds Mist still asleep under Simon's wing, warm cozy and lost in a nagging dream. In this dream she is back in the desert canyon, hungry and annoyed that the plants that she found at night are for the most part bitter and unpalatable to eat. The ones that do taste ok have spikes and thorns to keep her at bay. Hungry and irritated she watches the sky brighten. As the sun rises she feels her solid form fade away. "Great now I'll be hungry all day." she thinks while looking at a big tasty cactus just bristling with thorns. "Ha, you can't poke me now. I cant eat you either, but you cant poke me." Her thoughts continue as she walks toward it and put her head right in to it. Passing through things during the day feels like walking through a spider web, a slight resistance that easily gives way.

Now she's just standing with her head in it. She notices a strange and pleasant tingling feeling where her head and the cactus overlap. She walks forward, now the tingling is where the cactus overlaps her body. She stays like this and notices her hunger is fading away, and also the cactus is starting to wilt. She stays that way until she is no longer hungry and feels quite good. Her irritation is dispelled with the hunger. Stepping out of the cactus, she feels renewed, while the cactus looks limp and wilted. "I see now how I can make use of these desert plants. That tingle, I'm drawing life from them while I'm not solid and overlapping them." Her dream memory starts to fade. The sleeping mare begins to stir, one fragment of her dream drifting lazily around her waking mind. "I draw life from them" - "not solid" - " draw life...not solid."

Mists conscious mind is awakening. She becomes slowly aware of a familiar tingle but also accompanied with a warm energy. This new feeling is even more pleasant. Her thoughts drift back to how happy she was to have made a friend, Simon the gryphon, who had covered her gently through the night with his wing. Her first friend who had helped her and given her a name. In an instant she is fully awake. The sun shines brightly, Simon's wing passed through her immaterial body at a slight angle.

Part 4. Sorrow

"NO!" she screams in horror, shooting up to her hooves, her misty body not even disturbing a single feather of Simons wing. "No, no it cant be. That only happens with plants." Mist stands by Simon's lifeless body in inconsolable panic and sorrow. She can feel newfound energy and strength in herself, and it horrifies and sickens her knowing its source. "I'm a monster. I have drawn life from the first friend I made!" she cried, shedding tears as weightless as the thoughts of a snowflake. "Simon I'm so sorry. I didn't know. I thought I only drew life from plants." She has never felt such sorrow. How could she make friends with the ponies now? She is dangerous. A monster. "I did not do this on purpose, I did not know this could happen..." she mumbles through sobs. "I just didn't want to be alone anymore. I just wanted to have friends."

Mist, now on the verge of an emotional meltdown paces and prances in place. "I'm a monster, a life draining monster. Is that why I was alone? Did the other ponies leave the desert canyons in fear of me? No that cant be, the ponies in the cave painting looked happy. That cant be it." she argues with herself and her conflicting emotions.

She does not realize Simon was old and dying when she found him. That she made him so happy in his final moments because he would not pass alone. Also that the little life she had drawn from him would have ben freely given to her. Her sorrow and guilt are eating away at her reasoning. "How can I have friends? Who would be friends with somepony who could draw their life from them?

She finally stops her panic dance and sits facing Simon. She draws a long, deep breath and calms a little. Ethereal tears still flowing she recalls Simon's last words in her mind. "I'm so happy and honored to call you my friend," and "You are a wish come true for me," and the last words he said, "Go and find your new friends."

Wracked with a fresh wave of sorrow more tears flow as she speaks to Simon's lifeless form. "I'm so sorry, Simon. I will keep the name you gave me, but I must always remember what I did to you, so I will add one word. Noisome." She pauses feeling like she might panic again. The feeling passes, and she regains some composure. Speaking to Simons lifeless form she says, "I will honor your last words. I will go to Ponyville. Noisome Mist will go to ponyville." She looks up and to the north, the sun warming her right cheek. "I may not be able to have them as friends. I don't want to harm any pony or draw their life from them, but I don't want to be alone anymore, so I will watch unseen, at least I will be near them. At night while they sleep maybe I can find a way to be of some help to them. I just can't let them get close."

She gets up and slowly turns to face north, the sun warming her right shoulder. The happiness and joy she had felt last night was now gone, fallen out of her shattered heart and leaving an empty ache. "I will always remember you Simon, always."

So a sad and broken hearted Noisome Mist leaves the lifeless form of the first friend she ever made. Continuing her journey north, borne on by the last of Simons life and a now shattered heart. As she slowly walks down the hill heading north she can't see the spot by Simon where she sat crying shedding ethereal tears. A spot now rapidly and vigorously growing vibrant grass and flowers.

* * *

 _(cue Noisome Mist's Song)_

 _My past I don't remember, my future looks so grim. I've wandered looking for my kind and now that I've found them. I find that I'm a danger and must remain apart, what is this feeling in my chest-it must be my breaking heart._  
 _(Ok, its just fate. I wont succumb to hate. Something changed me long ago, but inside I feel the same. I've left the desert in my past and wont return again. Now my wanderings found an end. I must find a way to fit in.)_  
 _I realize a broken heart is a hard thing to mend again. So day will find me shaded in mist but always watching them. The night time brings me normal, I'll quietly put things right. They may never know the mare who silently works at night. I'll work for them and be unknown, shadowy and discreet. For the friendship that's fated for me must be a one way street._  
 _(Ok, its just fate. I wont succumb to hate. Something changed me long ago, But inside I feel the same. I've left the desert in my past and wont return again. Now my wanderings found an end. I must find a way to fit in.)_  
 _Maybe someday I'll be found and things might turn around. My broken heart might mend again with the hope that's held it bound. Until that day comes to pass Ill do my best and dream, That somewhere in this lovely land there is still hope for me._  
 _(Ok, its just fate. I wont succumb to hate. Something changed me long ago, but inside I feel the same. I've left the desert in my past and wont return again. Now my wanderings found an end I must find a way to fit in.) End._

 _Lyrics by me. stan_  
 _Inspired by the melody of Now and Then A song by Blackmore's Night off their album Under a Violet Moon._


	2. Journey

**Part 1. Reflection of sadness.**

Noisome Mist has been traveling for two days now since that tragic morning on the hill with Simon, wandering ever northward through the hilly and forested land. She enjoyed seeing all the new plants and animals. The scent of the forest still has some charm for her but it isn't the same. Her broken heart is still a hollow ache, drawing a lot of the wonder out of the things around her.

At random intervals her thoughts drift will back to Simon, and tears start to flow, accompanied by sobs and sniffles. "Why? Why am I like this?" she quietly muses aloud. "I don't want to harm anything, yet I did. I just want to have friends. I just want to be happy and not alone."

Mist stops at a small pool in a lovely little glade. The tree top canopy is thick, and the pool is deeply shaded and still. She looks down at her reflection. A misty white reflection looks back at her with a depth of sorrow matched only by the ache in her heart. Lines run from the corners of her eyes down her nose, ghostly trails left by the passage of ethereal tears of sorrow. The mask she once thought set off her eyes now just makes her look haunted. "How do I get better from this?" her quiet musings continues. "What happened - happened. I can't undo it and I wont forget it. I'm Noisome Mist, a kind and lonely life draining monster. I'm sure that wont be a problem to anypony, right?" She is starting to tear her self down, to fall even deeper into the reflection of sadness gazing up at her. Then, a small sound catches her attention.

The sound starts small, but steadily grows to a low and throaty growl. The ethereal hairs along her back stand up, and a shiver runs swiftly up her spine. She slowly raises her head and turns toward the source of the sound.

A frightening monstrosity of a beast stands leering at her, bathed in the shadows at the edge of the glade, it's eyes glowing dimly red. It is shaped like a wolf but seems to be made of sticks and tree branches. Sharp spikes of wood fill its gaping jaws, viscous green saliva dripping slowly off the points.

Mist in an instant is snapped out of her melancholy, the attack she is waging on herself broken. She knows this is no friendly thing. She can almost feel the anger, malevolence and hate radiating off it. This is a creature of darkness, it will surely come for her.

With a slightly shaky voice she speaks to it. "I do not know what you are and I wish you no harm, but if attacking me is your intent I will not resist." She said warningly. "The outcome of your actions may not be to your liking." Noisome Mist is not worried. It is day, and she is immaterial. The creature will simply pass right through her, and in doing so its life will be drawn away from it.

The timber wolf and Noisome Mist both stand their ground, facing off. The glade is silent, time seeming to hold its breath. The timber wolf's fury building, Mist resigning herself to what is about to happen. Moments creep by, tension built in the air.

 _Unseen and unheard, secluded in shadow at a distance from the glade, a midnight blue Alicorn watches the scene unfold, fascinated._

With a howling roar the timber wolf launches itself across the glade right at Noisome Mist. She watches it come, sad for it. Sad that it has no idea what is about to happen to it.

It reaches her, jaws gaping wide, going for her throat and a tearing kill. Its jaws snap shut on nothing, its forward momentum unbroken, it passes right through her. Passing through, it feels something cold and heavy ripped from itself.

At the same instant, power and energy explode into Noisome Mist. This is no slow pleasant tingle. It is like a wall of power and energy all at once, an incredibly fast and euphoric feeling. She can feel life and warmth surging within herself, infusing every muscle and bone. It is almost too much. Flush with life and energy she shivers, sways, and became solid.

"What was that?!" she gasps. "How am I solid during the day?" she says, stammering out loud. Thinking, she reasons it out and let out a sigh. "I did not just draw life from that creature, I ripped it away. All of it. Enough to make me solid in the day light..." She feels sad for it even though it attacked her. She dreads turning to look at it. Dreads to see it lying on the forest floor in a crumpled heap. She has to though, to reinforce the truth of what a danger she is, so she turns to look.

There it stands, looking bemused and a lot less menacing. She does not understand. She does not sense any of the darkness, hate and anger it had possessed. It was looking around like it has just woken up from a pleasant nap, it's eyes no longer glowing red and it's whole attitude has changed.

Now it was calm and nonthreatening like most other forest creatures she has encountered.

Mist stands transfixed, so many things running through her mind that she does not even see it slowly approaching her. It cautiously approaches Mist's now solid form. Creeping closer, it reaches up with a forepaw and nudges her. Jared from her thoughts, she is now face to face with the timber wolf.

Staring intently in to each others eyes, they stand motionless, the timber wolf seeing a sadness in her eyes it cannot understand, and a look of appreciation in the timberwolf's eyes that Mist cannot not begin to comprehend.

 _Unseen in the shadows of the forest, a midnight blue alicorn understands completely what has just transpired. She just has a hard time believing it. Smiling to herself, she fades further back in to the darkness of the forest._

Breaking their gaze with one another the timber wolf trots off into the forest. Mist opens her mouth to speak and just freezes that way, her body still tingling with new energy, her ears out to the sides and down in a befuddled expression. One side of the corner of her mouth turns up in to a crooked grin. She starts to chuckle. "Now that's just what I need. I get it, I'm Noisome Mist, a great danger and harm to good creatures but a great help to violent end evil monsters. That's just perfect," she goes on, chuckling and just a little too much to remain on this side of sane.

 _Hearing this, the retreating dark alicorn shakes her head and lowers it. She lets out a sigh and looks back at the glade. Noisome Mist is now prancing about in a figure eight and muttering strange and incomprehensible things. "Why cant you see the truth, why do you always take the wrong path?" she says to herself. "Well I guess I will be seeing you tonight then." Still smiling to herself she leaves for now._

Mist, forcing herself to think of Simon, regains her melancholy composure. Still solid and still feeling the new energy of that last encounter, she resumes her journey north.

Coming out of the forest to a steep and grassy slope she begins her climb up. Now in the direct sun she feels the new energy quickly fading away. By the time she reaches the top of the slope she has faded away to immaterial again. Ever looking north she fails to see the entire grassy slope she just climbed is now much greener and the grass much taller. By the time the sun is setting she is on another ridgeline. Lying in a little clearing overlooking the next valley she will be crossing, she decides to sleep here tonight and mull over the events of the past day.

As the sun sets and she firms up, becoming solid, she imagines Simon lowering his wing over her to keep her warm. She closes her tear filled eyes and drifts off to sleep.


	3. Silent Help

**Part 2. silent help.**

As Noisome mist lies sleeping in the moon light, a dark and winged form silently lands by her. The midnight blue alicorn tilts her head and looks at the peacefully sleeping pony. "What a mysterious little marvel you are", she quietly says to herself. "I don't know how you did it, but you took all the evil and darkness from a timber wolf. You brought peace and happiness to an old and dying gryphon." She smiles and continues. "Yet, you fail to see the truth and let sorrow fill your heart. The dreams of sleeping ponies are my playground. Though you must follow your own path, I will help you in a small way. Tonight you will experience another's dream." With that said her eyes begin to glow with lunar light, taking control of a sleeping Mists dream.

In Mists dreaming mind she had lost all awareness of her self and became the thoughts and actions of another. Flying had always thrilled him and been like second nature to him. That was long ago, now it was an effort just to fly a short distance. Time, and many hard battles had taken their toll. The pain in his chest came on easier with each passing day. With the pain he felt his strength fade. Mists dreaming mind was completely immersed as this creature. As he experienced the pain while flying Mists sleeping form flexes with a response. Flying now with a purpose he ignored the increasing pain. He wanted to get to the hill overlooking the southern planes. There he would spend his final moments watching the sun and moon rise and set a few final times. The pain now burning in his chest he forced himself on, his landing spot in view.

He glides in for a hard landing, claws and talons extended and collapses on the soft grass. His chest burns, his breath came in ragged pants. He will not rise again from this spot. Thinking is now his only pursuit and what he thinks is how alone he is and he wishes someone was there to comfort him. The sun is beginning its descent and soon the moon will rise. Lonely and now slightly afraid, he waits for the end and wishes for company.

The midnight blue alicorn watches as tears begin to form along Mist's closed and sleeping eyes. The alicorns eyes glow with the luminescence of the moon itself as she smiles and says, "Now you are seeing the truth, soon you can let your sorrow go."

Still trapped in another's dream. Mist begins to breathe harder, her sleeping body reacting to the images and the stress of comprehension.

He watched the sun set and the moon rise in a clear night sky. He was breathing long and slow, pacing himself as a weariness crept over him. Still his wish echoed in his thoughts, not to be alone.

Hearing a noise he looked up in time to see a strange misty white pony tinged with blue top the hill and step in to the clearing. Spotting him, she froze and said out loud "Do I run or approach?" - all of a sudden the dream began to unravel. Mist realized she was Simon and was filled with joy to be looking at herself. The ground gave way as Mist fell in to darkness. The dream ending, her mind returning to consciousness of herself, her body scrambling awake. She opens her eyes and cries out loudly, "SIMON!"

Awake and sitting upright she pants, her breath coming in and going out in quick puffs. Tears of joy run freely, a warm soft feeling in her heart. She says breathlessly, "Simon, I did not kill you. I made you happy in your final moments. How could I not have realized that. You even told me so, I just didn't understand." 'Tomorrow go and find your friends', that's why you said that that way, you knew you wouldn't be going with me." With this new understanding the sorrow leaves Noisome Mist and she looks forward to a new and brighter day tomorrow. Yes, Simon's strength is still with her but it is no longer a burden of sorrow to bear, it is now a memory of happiness to cherish. With warm and blissful thoughts she settles back down and falls into a peaceful dreamless sleep.

 _Off in the shadowy distance the midnight blue alicorn raises her head and straightens herself with satisfaction. Speaking to herself in a congratulatory manor she says "We will meet face to face some day, Noisome Mist. You are a special little pony, I must learn more about you. I could not do that with you mired in sorrow that was unfounded." Once Mist is asleep again. The alicorn returns to her side. She reaches down, and using her spiraled horn to scratch something into the turf, then spreads her wings and flies off in to the moon light._

Part 3 A falling pony.

Mist awakens before the sun rise, wanting to watch it ascend. This is a new dawn for her. Gone is the hollow ache of a broken heart, replaced now with the fluttering ticklish feel of joy. Joy that she had not caused Simon's death. Joy that she was his wish come true, to be comforted and not alone as he passed. He even had said as much, she just did not understand his words at the time. The dream has put all the pieces of the puzzle in to the right places. She realizes she was bearing a misplaced sorrow. Now it is gone. She lays there, awaiting the sun rise, the sky getting lighter. Her thoughts go back to the pool and the glade, to that wolfish monster and what had happened. She can still feel Simon's strength in her but whatever she had gained from that wolf monster is now gone. That power had come fast and hard. In an instant of euphoric rush it had exploded within her. She can discern a distinctly different feel between the two types of energy transferring processes. The one from Simon, a good creature, had been a slow, light and pleasant tingle with a warmth of familiarity . The one from the wolf monster came all at once in an almost overwhelming euphoric rush, silently crackling along every muscle and bone in her body, then exploding in to warm life energy. It hadn't lasted though. In the span of half an afternoon it was gone, somehow drained away. "I don't know what happened, but that monster was definitely changed." She now thought out loud. "I still must be careful around other creatures while I'm not solid. I wish I could understand what I am."

The sun breaks the eastern horizon. Mist's solid form fades away. In the new light of a fresh day she notices hoof prints in the ground beside her. Hoof prints that are not her own. Her ears snap forward as she realizes somepony was here with her last night. The prints indicated a pony had stood watching her while she slept! While she dreamed!

She rises and backtracks the prints. They had started at the edge of the clearing and went a few paces to stand by her. "Some pony was here watching me," then her statement clicks in her mind. "Some pony!" She says excitedly, realizing she must be close to other ponies. The prints are strange, though. They simply appeared, and left without a trace. "Where did they come from and where did they go," she said, and added "and why did they go? Were they afraid of me?" Then she looks down where she had been sleeping and notices an arrow scratched into the turf. The arrow points not due north but in a north westerly direction. Looking off in that direction she sees that that end of the valley has hills that are lower and rounder. She is puzzled.

Simon had said to find ponyville, go north, yet here is a message left by some pony indicating north west. "Well...I am looking for ponies, and some mysterious pony has left me a message, so I guess I will follow the way the arrow points," she says with excitement and just a little bit of mirth. "Well they left an arrow for me to follow so they cant be afraid of me." She muses out loud as she leaves the ridge heading for the northwest end of the valley below.

Most of the day is gone by the time Mist climbs the low hill at the northwest end of the valley. Reaching the summit and crossing it she beholds a more open and welcoming vista. There are large areas of open grassy spaces broken here and there by small islands of tall trees. The forest is breaking away to a more open and varied land. "What a marvelous place," she says, then she sees him.

A slate grey pony with red and black two toned mane and tail. He is a little larger than her but not by much, with a stronger build. It looks like he is carrying something on his back, but she cannot tell what. He is in the clearing, at the bottom of the hill. Mist watches him intently, filled with a mix of excitement at finding her first pony, and trepidation on being unsure what to do. "My first pony," she says. "I wonder if he was the one with me last night, the one that left the arrow pointing this way?" Her dialog with herself stops short as this pony spreads a set of wings, commences a gallop, and becomes airborne. "What!" Mist says in a awed tone. "A flying pony," her eyes wide in amazement. "That explains the tracks. He just flew in and landed walking a few steps to stand by me." Her thoughts answered some questions, but created many more. She decides to watch him. He will not see her in the open sunlight being faded to a hazy image of herself.

As she watches he flies in gentle arcs and sweeping turns, keeping relatively close to the ground. As she continues watching he makes a pattern of flight using stands of trees as turning points. Gradually picking up speed he heads for one group of trees. Getting close he gives a few powerful strokes of his wings, banking one way and turning, missing them and heading for the next group of trees. Mist is thrilled to watch him. She feels her own heart flying with him. It is clear to her that he is having fun. She watches with joy this flying pony, wishing to meet him, yet concerned that she might harm him accidently.

The sun begins to sink. Mist watches as the flying pony climbs higher in the sky. He is now flying at the level of the hill Mist is lying on while watching him. As he makes a closer pass to her position she notices something else about him, He has a single spiraled horn growing from his head. "Well flying pony it seems you are armed as well. Wings and a horn, what kind of pony are you? I'll keep that pointed horn in mind should we meet." She quietly muses.

His turns now become faster and tighter as he takes advantage of diving to build speed, Mist still following his every move with wonder. He now climbs high above her and commences a steep dive that brings him blazing down directly above her. Racing down at her, he flares his wings, changing his dive to follow the hill down slope. Mist is thrilled. She feels the blast of air from his wings, hears the wind whistling through his mane and tail. He heads down hill toward a stand of trees at the bottom, going faster than Mist has seen him go yet. Just before getting to the trees he rolls his body a quarter turn and flares his wings wide to beak his speed and make a sharp turn. Mist hears a loud snap!

The flying pony now tumbles out of control, one wing trailing along his side, broken. He vainly tries to recover with the one good wing before he goes crashing into the stand of trees. Mist now hears more snapping as the trees ended his momentum. Then, utter silence.

Horrified, Mist springs to her feet. Running down hill, her misty body easily passes through trees and brush. She does not know how she could help, but she could at least try, hoping with all her heart that he had survived the fall.


	4. Chapter 4 - Broken Dreams

**Part 4. Broken dreams**

Arriving at the stand of trees, the scene feels surreal. The world is lit in the somber orange glow of the setting sun. Mist notices smashed and broken wings lying by a large solid looking tree. Strangely they seem to be made of wood, fabric and other odd materials. Only briefly looking at this she follows a trail of roughed up ground further in to the stand of trees. The trail ends at the now wingless slate gray pony. He is tangled in brush, lying on his side and badly injured. "Oh, no!" Mist exclaims as she bolts to his side. The sun is still setting, she is still immaterial and can do nothing to help. "Come on sun, set! He needs help." She frantically looks him over, making sure not to come in contact with him.

What she sees is bad. He is unconscious, has some bad scrapes where the hair is gone and some lacerations on his flank. Worst of all he appears to be struggling to breathe. Then she sees it: the broken-off end of a tree branch protruding from his chest. It goes straight in where the base of his neck meets his chest. "That's what is keeping him from breathing. I must pull it out but I cant even touch it. Come on sun, SET!" Mist has never felt so helpless. She had thrilled watching this pony fly. He had looked so strong and handsome, now he looked as helpless and weak as Mist felt. His struggle to breathe becomes weaker. He hoofs the air slowly with one foreleg. The orange glow of the setting sun finally darkens. The day is ending, but not alone.

Mist feels herself firm up and become solid. She lunges for the broken branch and grabs it in her teeth. It is a fairly stout branch, with the thickness of a corn cob. She pulls. It won't budge, and strangely it seems to pulse in her teeth. Tears starting to flow, she grips it tighter and says through clenched teeth, "You're not going yet, I just found you." She pulls harder, the pulsing of the stick slowing, getting weaker.

 _High above, a midnight blue alicorn searches for the strange misty pony she has been following. The arrow she left should have led her in this direction. Finally seeing the unfolding scene below her she raises the moon higher. The moon now lighting the stand of trees better she glides lower, watching with concern._

Noisome Mist pulls harder and the stick begins to move. With a stubborn resistance it reluctantly slides free. Once removed, it sickens Mist to see its length. The pointed branch had pierced this poor pony almost the length of a fore leg, hoof to knee. Mist drops the hateful thing in disgust. Turning back to the pony she notices he has stopped his struggles. He is breathing evenly now, although his breaths are shallow and weak. Mist goes about clearing off the brush and branches that entangle him, ignoring the bitter taste of bark and sap. Getting to his head she moves the final branch away. His horn is gone, broken off close to his skull. Mist feels sorry for him. He had looked so beautiful when he had been soaring in the sky. Now he lays gravely injured. She quietly speaks to him, her words breaking up with emotion. "I don't know you, but that doesn't matter. I am your friend and I will keep you warm and watch over you through the night."

Thinking of Simon she lays beside his back, pressing close to share her warmth with him. He feels warm and smells of fresh hay. She gently rests her head on his shoulder, her tears falling like rain, wetting his neck and running down to the wound on his chest.

Something stirs in the depths of Mists memory. A long forgotten and now unknown memory sparks to life. She raises her head and begins to sing. Words she cannot remember ever hearing began to flow gently from her lips. With them came a feeling of familiarity and tears of heartfelt compassion.

"Rest little brave one, I'll keep you secure, I'm right here beside you, a heartfelt gesture.

The wind and the storm they shall pass us right by, the morning will come when the sun fills the sky.

The nighttime shall pass as we rest here as one, warm and secure just a mare and her son.

No pony wanders this world all alone, a mother's love follows wherever you roam.

So keep my words running around in your heart, and morning will come and we'll make a new start."

Amazed at this sweet lullaby and not knowing how she knew it, she begins to sing it over again. She has no idea where it had come from but the words feel so very familiar on her lips and it is filling her heart with hope and compassion. She closes her eyes and sings on, the words making their own rhythm.

As Mist quietly sings tears of unknown remembrance slowly drip to the wounded pony. His breathing gets stronger and deeper. The lacerations on his flank close and grow new white hair. A soft light blue glow appears on his head where his horn once was.

 _The midnight blue alicorn, having landed and quietly approached this scene, watches in amazement. The strange pony that calls herself Noisome Mist is comforting a badly injured pony that she recognizes. As she watches unseen, Mist is singing a sweet lullaby to him and crying. The alicorn's eyes widen as she sees that his horn is broken off. The spot where it was is softly glowing a light blue that matches Noisome Mists eyes, and a new horn is forming. "Well Noisome Mist, I think you have misnamed yourself," she whispers to herself. "You are not harming poor Tyler at all."_

Mist, humming the rhythm of the lullaby, eyes still closed feels a movement from the flying pony. She opens her eyes to see he has raised his head and is looking at her. "Who are you?" He asks, surprised. Mist, caught off guard, is at a loss for words. She stares back at him, her mouth open and heart fluttering. "I...I am.. I am Noisome Mist." she stammers out as she jumps up and away from him. "I saw you fall and came to help."

"Oh yeah, its coming back to me. I tried a high G pull up into a banked turn and a main spar, it my left wing broken. Did I crash badly?" the pony asks. Mist is instantly smitten with his voice, she had no idea what most of what he just said meant, so she just nods her head. "Where are my wings and harness?" he asks.

"Back by that big tree. I'm sorry, they are all broken" Mist replies. "May I ask you a question?" she timidly asks while standing facing him at a little distance.

"Sure thing pretty filly" he says, sounding more chipper than a pony that was almost dead a few hours ago should sound.

"What's your horn for? Is it a weapon?" she asks tilting her head a little sideways looking at a new horn adorning his head.

"Ok," he answers. "First off, where are my manners? My name is Tyler. Nice to meet you Noisome Mist, and thank for the helping me... I guess. My horn is the source of my magic. Without it I wouldn't be able to power my wings and be able to fly... and I have never really thought of it as a weapon, though I guess, yeah it could be. I have had other small crashes before but this looks like a bad one. I cant believe I didn't get hurt. Well, looks like I'll be designing a new set of wings. I wish I could find stronger and lighter materials to make them with. Then when I push the limit they wouldn't break."

The sound of his voice is becoming music to Mists ears. _He had said magic. He is a magic pony, Of course, that's how he was able to get better, he magically healed himself and grew a new horn._ Her thoughts making sense to her, she listens to him, enjoying the sound of his voice.

Tyler stops and looked at Mist. She is facing him and has her eyes closed, a dreamy expression on her face. Tyler gets to his feet and shakes himself off, shedding dirt and leaves. He takes a few steps toward Mist and asks, "Are you ok, pretty filly?" Snapped from her daydream Mist opens her eyes to see Tyler looking inquisitively back at her. She notices the lightning sky and says "Yes! But I must go." She does not want Tyler to see what happens to her in daylight.

"Go? Go where?" he asks.

"I'm going to ponyville," she replies.

"Well shoot," says Tyler. "I live there. We can travel back together, the path is just past those trees." He indicates a northerly direction with a fore hoof. "I can't go with you in the day, its not safe, but I will see you again Tyler, I promise!" Mist says happily as she runs off to the north leaving Tyler perplexed.


	5. Chapter 5 - A Meeting

**Part 5. A meeting.**

Tyler watches Mist disappear off to the north as the sky lightens to morning. Looking about him, he sees all the remains of his broken wings and snapped off foliage. "Boy was I lucky," he says. Hearing a rustle behind him he turns to see a midnight blue alicorn step into the clearing. "Princess Nightmare Moon!" he says in surprise.

The ailcorn lowers her head and sighs loudly. "It's Princess Luna, Tyler, and why do you insist on calling me that?"

"Well, you two are technically the same. I mean there is only one of you, right?" Tyler says with a smirk.

"Enough Tyler, I don't like those memories."

"I'm sorry princess Luna. You know how I am. I can put my hoof in my mouth sometimes," Tyler says, feeling genuinely bad about his remark.

Luna rolls her eyes and says, "Yes... and besides if you want to play it that way I'll make sure you don't have a peaceful night's sleep for a week." she looks at Tyler with a smile, lightening the moment.

Tyler takes the cue and says, "Hey, since I have a horn and wings I can fly with doesn't that make me an alicorn? So...I should be prince Tyler." They both laugh at this an easy comradeship between them.

Tyler gets serious and says, "Look at all this wreckage princes Luna. This was one bad crash. Can you believe I didn't even get a scratch!?" Luna looks at Tyler with a seriousness in her eyes.

"But you did get a scratch Tyler, and much worse." Using her alicorn magic she lifts a pointed and broken branch from the ground. A dark stain of blood runs along it's length. "I watched Mist pull this from your chest. You can see how far in it was, and that white mark on your chest is where she pulled it from." Tyler was stunned into silence. Looking at the shaft of wood he realizes he should be dead. Luna goes on as she turns her attention to the large tree where his broken wings lay. Her magic flares as it pulls something embedded out of the tree and floats it to Tyler. "I believe this is yours," she said dropping it to the ground. Tyler's eyes go wide and his ears drop looking at the object.

"My horn...No...I wont fly ever again." he said, sorrow clouding his voice as he reaches a hoof up to his head and finds a horn where it should be.

Princess Luna looks at Tyler with a wide smile and a sparkle in her eyes. Tyler says, "I don't understand, horns don't grow back."

Luna, still looking at Tyler with that sparkle in her eyes says, "I didn't understand either, but I am beginning to. If you cry tears of pure life energy I think a pierced heart and a broken horn both can be restored."

"You mean the pretty filly, Noisome Mist, saved my life and my magic?"

"Yes, Tyler. It appears she did but she does not know it. She doesn't understand her gift. I have been watching her since I saw her crossing the grass plane from the southern desert canyon lands. She is on a journey of self discovery."

"Princess Luna, do you know who she is and where she comes from?" Tyler asks, a bit of amazed wonder in his voice.

"No...and isn't that wonderful?" Luna asks in return.

"I'm going to find her and tell her what she did for me, she should know. She saved my life after all!" Tyler exclaims with renewed excitement. Luna looks at him sternly and flares her wings wide.

"You will do no such thing Tyler. I have already helped her. What she must learn about herself she must learn in her own way. Trust me Tyler, it's more fun this way and better for her. There are strange forces at work here, it's best not to interfere too much."

"Ok, princess Luna," Tyler says, sounding a bit put off. "But she promised to meet me again in Ponyville. What do I do?"

"Really Tyler, is this your first filly friend? Be nice to her, talk with her, get to know her, maybe make her a sandwich. Just promise me you wont mention me keeping tabs on her, and also don't mention her to anypony else. You will see it will be all right." Luna says sounding patronizingly motherly. She waits for Tyler's response. Tyler Cocks one ear out to the side, stalling. "Tyler," Luna says. "Your promise?"

Tyler drops the other ear to the side and looks resigned "OK, I promise, princess," he says. Luna turns and walks off in to a brightening day with dark clouds moving in over the ever free forest to the north. Tyler looks after her and says quietly, "Yes Luna, she is and the first one who ever saved my life." Finally answering her first question.

 **Part 6. A rainy day?**

Tyler goes and retrieves his pull cart. He always brought it along with him when testing new wing designs, it had a small supply of spare parts, his tools for last minute repairs and adjustments and of course lunch. Pulling it back to the crash site he notices the pain he had always had in his shoulder is gone. That pain was the result of him trying to fly without wings when he was just a young colt. He had jumped out of his second floor bedroom window imagining he could fly by willing it. A broken shoulder blade and a wasted summer taught him otherwise. That incident had left him with a permanent ache in that shoulder. Now it is gone. Actually all his little aches and pains are gone and he feels really good.

He reaches the crash site and begins picking up the bits and pieces of his broken wings and stows them away in his cart. Using his unicorn magic he lifts the bigger parts while his thoughts now focus on the filly. "Noisome Mist. What an odd name. Whatever you did to me you did more than heal my wounds from the crash. You saved my life and fixed all of my old injuries, too." He talks to himself as he works putting things away. "And if princess Luna is watching you, you must be something very special, indeed."

He comes to the last two things in the clearing. His old horn and the branch that had impaled him. He is torn with indecision on whether to take them or bury them. He did not like thinking about the branch with its lethal dark stain so far along it's length. He shudders looking at it. His broken horn is likewise disturbing. Losing it should have changed his life forever. Horns don't regrow. Only thing is, his had. Staring at these two things with morbid fascination he comes to realize they are important. They mark a major event in his life: the day Noisome Mist gave it back to him. In the end he wraps them in cloth and hides them in his cart beneath his wing parts.

Tyler's work completed he attaches his cart's shoulder harness, turns northward and heads for home. It is now noon, and lightning and dark clouds hang over the everfree forest. He thinks about Noisome Mist, the image of her light blue eyes surrounded by a charcoal grey mask floating in his memory. Her eyes had looked so inviting and kind but there had been a sadness there as well, like she was hiding a secret, one that hurt her. Her last words confused him somewhat. What could she mean by saying "I can't go with you during the day, its not safe?" Well at least she promised to meet him again. They could talk more then. He walked on happily, glad that the rain over the Everfree forest should be gone by the time he walked through.

* * *

Mist left Tyler before the daylight faded away her solid form, running happily northward to where Tyler had said the path to Ponyville could be found. She prances with joyous energy, her heart all aflutter. Her thoughts happy in her head, "I met a magical flying pony named Tyler. He can fly with wings he made. He can heal himself with his magic. His voice is so wonderful and he is a handsome pony." Then as her hooves find the path to ponyville, the sun fades her solid form away and more somber thoughts break her revelry. "I would have loved to travel to ponyvlle with him, but how could I like this?" As if to prove her point she passes through a tree at the edge of the path, feeling a familiar pleasant tingle. "What would he think of me now? What might accidentally happen to him if he tries to touch me like this?" She sighs with resignation, her thoughts continuing. "He would be afraid of me, I just know it." Then a memory hits her and she exclaims out loud in frustration, "OH!.. I was so distracted with meeting him I forgot to ask him if he was the one that left the arrow for me to follow. Silly filly, distracted by a magical flying pony." At this she chuckles to herself. "At least I can ask him when I see him again."

It is noon when Mist reaches the Everfree forest. She looks up at the dark heavy clouds with a suspicious eye. "It doesn't rain during the day. Well at least it didn't where I came from. Looks like I'm going to find out what happens when it rains on me while I'm not solid." she says with little concern, and thinking of her first swim in the forest pool. "I don't think it will really matter. It's just water."

Walking through the forest Mist notices how dark and gloomy this place seems as compared to the other new places she has been. Then the rain starts. Slowly at first, just a few drops. The first one passes through her shoulder and out her chest, leaving a ticklish little trail. She giggles, saying, "That felt nice..." then a few more passes through her, one at her hip and one through her nose. She wrinkles her nose and giggles some more, each drop leaving it's ticklish trail as it passes through her. "Hey I kind of like this. It's like a feather tickling all the way through me." and it is. Each raindrop leaves a new tickle where it passes through her. Thinking the rain is not a bad thing she traveles on, enjoying the new sensation as a few new tickles invaded here and there.

With a loud peal of thunder and a flash of lightning the few friendly raindrops are joined by thousands more of their brethren, all of them passing through Noisome Mist leaving their ticklish little trails. Her giggles break into full out laughter. This is becoming a torture, a torture of tickles. "Ok, enough of this!" she says between uncontrollable laughing fits. She looks around for shelter, there is none. Frantically she runs from tree to tree seeking respite from the assault of a thousand tickles. There is no shelter to be found. She cannot pass in to the ground because that would require a lot of energy and effort to stay there and she does not have the ability to concentrate at the moment and if she did it would be impossible to remain there for more than a few minutes anyway. Finally in a giggling laughing hysterical fit she collapses to the ground.

Lying on the ground, laughing, giggling, rolling and kicking Mist is in a panic. The rain pours down incessantly, as far as torture goes Mist thinks this is a pretty unique one. She is beginning to lose consciousness laughing and writhing uncontrollably in the rain when all of a sudden it stops. Lying there on the ground, panting heavily, her heart pounding hard, she begins to recover. No longer giggling and laughing uncontrollably she notices the rain hasn't stopped, it just isn't falling on her anymore. Glancing up she sees a large midnight blue wing outstretched above her, sheltering her from the rain.

Her first thought is _Tyler,_ but no this wing is real, the feathers intricately beautiful, with their midnight blue iridescence stirring a since of awe within her. She glances to her right, ears laid low in caution to see a large equine form standing a bit away from her. Midnight blue, just like the wing it holds above her, a silver moon symbol in a splash of inky black emblazoned on her flank.

Mist, filled with trepidation, tries to peer out from under the wing to see the face of her protector. As if reading Mist's thoughts the large mare lowers her neck and turns her head to glance at Noisome Mist. Mist is met with a gaze of gentle compassion. A beautiful mare with a black spiraled horn raises a fore hoof to her lips in a quieting gesture and says one word. "Rest".

Mist's trepidation melts away and is replaced by fear. Fear not of this unknown mare but fear for her. It is daylight and Mist is immaterial, she has to warn this kind, protective mare that she is in danger. "Please," Mist says "I don't want you to be harmed. I'm not safe to be around by day. Make sure you don't touch me." The dark mare nods her head in acknowledgement, takes a deep breath and sighs for some strange reason. "Thank you for keeping the rain off me" Mist says appreciatively "I don't know if I could have taken much more of the tickling. It was awful, I couldn't get away from it. Really, I mean it thank you again. I am Noisome Mist. Do you have a name?"

The midnight blue alicorn hesitates, an iridescent dark blue glow beginning to form around her horn. Staring into Mists hauntingly grateful eyes, she says, "Luna, now rest." Mist's falls peacefully asleep while the rain falls around her and on Princess Luna.


	6. Change Of Plans

_Part 7. Change of plans_

Standing in the pouring rain and sheltering Noisome Mist, Luna realizes just how vulnerable this strange little mare is. "I see now that I was wrong with what I said to Tyler. Mist needs more help and Tyler is part of her journey now. He is a bit of a wise-pony at times and he resents abuse of authority, but I know his heart and he will guide her well." Luna thinks to herself. " He will be passing through this way just as I raise the moon. This will still work out well, though I am not looking forward to the smug comments he will undoubtedly come up with," Luna mused with dismay.

The rain stops just as the sun sets. The sky above the Everfree forest clears and Princess Luna raises the moon. Folding her wing back she watches as a sleeping Noisome Mist changes from her misty white immaterial form and takes on a darker bluish tint and become solid. "Where do you come from, special little pony?" Luna whispers to herself, genuinely fascinated by Mist.

Sopping wet and looking nothing like a princess of Equestria, Luna hears the rattling and creaking of Tyler approaching with his pull cart, following the same path Mist had followed half a day earlier. Thinking of her appearance and Tyler's personality, she sighs to herself. "Well, might as well get this over with," she mumbles to herself as she trots off to intercept him.

Tyler is surprised to see princess Luna trotting up the path to meet him. Even in the moonlight he can see her usually majestic form looks disheveled. Coming into the glow of the lantern hanging from his pull cart he sees his first impression was more than correct. Luna looks like she had spent all afternoon in the downpour. Leaves stuck to her midnight blue coat. Her billowy mane and tail are damp and drab and her iridescent wing feathers are sorely in need of a polish.

Luna watches as Tyler's ears snap forward and he cracks a mischievous grin. "OHH pony... Here it comes," she thinks.

"Wow, princess Luna... Was it a rough afternoon or a really killer party?" Tyler asks, his false concern blatantly obvious.

"Why is he always like this?" Luna thinks. "He's really going to love what I have to say next."

"Tyler," she says, sounding resigned. "I was wrong about Mist's need for help." Tyler's expression changed and he looks at Luna with a false astonishment. Opening his mouth to speak, Luna cuts him off while thinking to herself _(I'm seriously going to have to open a can of dream time pony whop on him soon!)_ "Before you say something you may regret Tyler, please listen. I spent the entire rain storm covering Noisome Mist with my wing to keep the rain off her. She was having a bad time with it." Luna looks at Tyler as his whole expression changes and Luna knows his wise cracks just vanished. "I want you now to help her. Guide her. Tell her about Ponyville and the types of ponies. She really doesn't know about things around here. Can you do that?"

Tyler stares at Luna with an open expression, concern showing through as his eyes began to glisten, trying to hold back tears he answers. "I think you already know the answer to that question." Tyler loses his battle to hold back his emotion. Luna sees this but says nothing about it and continues.

"I will hold you to your promise to avoid the subject of her abilities though, and still don't tell other ponies about her unless it's unavoidable. Ok?" Tyler nods in agreement, unable to speak at the moment, overcome with emotion thinking about Noisome Mist. "Play your cards close to your heart and I don't think you can make a wrong decision. Keep her safe and if she asks about me use your best judgment. She is sleeping just down the path and will awake at your approach. Take care of her and enjoy the evening." With that said Luna turns to walk off into the forest.

Tyler finally finds his voice and says "Luna I'm sorry for my... you know..."

Luna stops him with a look. "Tyler I like you and enjoy your personality..." she pauses then with the same mischievous smile with which he had greeted her she finishes "Sometimes."

Tyler walks off down the path scanning the moonlit forest for Noisome Mist. The Everfree forest is a creepy and somewhat dangerous place on the best of days. On a moonlit night it's downright scary. Walking along Tyler loses this fear, now only thinking of finding Mist.

Mist is awoken by the sound of rattling and creaking wood. Remembering the rain she looks up to see the moon glowing brightly in a clear sky. Springing to her feet she returns to the path and looks toward the approaching sound. She sees a swinging light and the shadowy form of a pony pulling something along behind it, passing in and out of the moonbeams that make their way through the forest canopy. Her heart skips a beat and is instantly filled with joy as she recognizes the scent of fresh hay. It is Tyler, and since it is nighttime again she can travel with him. She prances lightly up the path to meet him, calling his name.

Tyler sees Mist pop onto the path, spot him and come prancing to meet him. "Tyler, I'm so happy to see you!" she says. Then looking behind him says, "What is that? You build something new?"

"It's a pull cart. lots of ponies have them so we can take things along with us. I use this one to carry my tools and spare wing parts for in-field repairs and adjustments." Tyler thinks back to Luna's words. She was right, Mist does need his help.

Mist realizes she is getting distracted again just by listening to Tyler talk about things she doesn't understand and forces herself to concentrate on more important questions. "Tyler, I need to ask you something." she says gently, rubbing her cheek against his shoulder, breathing in his delightful scent. "Two nights ago I was sleeping on a ridge and somepony came and stood beside me. They left an arrow scratched into the ground pointing me to where I saw you flying. Was it you?" Before he can answer she adds, "Oh and who is Luna?"

A realization dawns on Tyler. Somepony was pulling strings from behind the curtain and she is probably still close so he decides to test his theory. He begins to answer Mist's question. "First question: no, it was not me. The first time I met you, you were singing a lullaby to me where I crashed. To answer your second question, Luna is a real meddling show pony of an Equestrian princess..." as he speaks an iridescent blue glow begins to form around his left ear. His ear begins to get pinched and pulled downward bringing his head with it. Mist looks at him and tilts her head questioningly, wondering what's happening. Tyler continues "...who if you are lucky enough to have looking out for you is a great honor." The pinch and pull on his ear vanish, confirming his suspicions. Luna is still close and listening. He adds more to his answer, "Who should be home working on her princess-ly appearance...and thank you."

Mist looks at Tyler, not following all of his answer. "So who could have been with me two nights ago?" she asks again. "If I had to guess it would have to have been princess Luna."

Tyler clarifies, "She likes to work in shadowy ways, it's kind of charming." he adds for good measure.

"That makes sense. This afternoon it rained and I was caught out in it. It was horrible, it was tickling all the way throug..." Mist stops herself, looking at Tyler at a loss as to how to continue. Tyler sees that same look in her beautiful blue eyes. The look of some painful secret she was afraid to share. Mist collects her thoughts and finishes. "I did not like the rain. Luna came and covered me with her wing to keep it off me."

"Did she say anything?" Tyler asks.

"Yes, she said rest."

"That's all?"

"Yes, that and that her name was Luna. Then I fell asleep. I woke up hearing you approach."

Tyler and Mist look into each other's eyes, the flickering lantern on his pull cart adding a feeling of warmth to the moment. Tyler sees an incredibly sweet and mysterious mare who had saved his life. Mist sees a handsome and magical pony who could fly and heal himself. Before Tyler could get completely lost in her gaze he speaks up. "Tell you what pretty filly..." he stops, realizing the generic turn of phrase he uses with mares he doesn't know is no longer appropriate for use with Mist. She means something to him. She means a lot to him. He stumbles over his false veneer of well practiced social indifference. He decides to just be himself. He lets down all his defenses and relaxes. Taking a deep breath, he starts again. Gently he says, "Mist, I can tell you're not from around here. You came to help me even though you did not know me. I am very honored to call you my friend." Mist's heart began to melt listening to him. In all her memory she cannot find anything to compare with what she is feeling. Having a true friend is more than she expected it to be. Tyler continues, "Tonight as we walk along together I'm going to tell you all about ponyville and what to expect before we get there." He had Mist at friend. She thrills at the word. She finally has a pony friend. She listens intently as they walk along, keeping close to Tyler just to feel the warmth radiating off him as he pulls his cart.

Tyler tells her of the four types of ponies. The unicorn ponies with their horns and talent of magic. The Pegasus ponies with their wings and how they control the weather and seasons. The earth ponies who tend the land, growing food and encouraging life to thrive. And finally the alicorns with their horns and wings, the royalty of Equestria uniting and protecting everypony. How Princess Celestia raises the sun every day and how Princess Luna raises the moon every night. At this Mist looks at Tyler and says "The one who saved me from the rain, she can raise the moon?"

"Yes. She is the mare of the night, she can even visit a sleeping pony's dreams and help them to understand things that may be troubling them while awake." Mist thinks of her dream when she saw things as Simon, how that dream had taken away her sorrow, sorrow that was misplaced due to her misunderstanding of what had happened. She smiles to herself, developing a stronger liking for Princess Luna.

Walking on Tyler tells her of Canterlot and Ponyville and many other great places in Equestria. He is starting to tell her of some of the history of Equestria. As they begin to leave the Everfree forest they both notice a horrible odor at the same time and a dark form moves across the path in front of them, blocking the exit from the forest. A low and familiar growl reaches Mist's ears as glowing red eyes freeze both of them in their tracks.

Mist instantly recognizes it as the same type of wolfish monster she had encountered before, only this timber wolf is larger. She looks to Tyler who is standing stock still and visibly trembling. He is harnessed to his pull cart and would have no chance of escape. Looking back to the evil and menacing monster, Mist sees it gathering itself for a charge. Noxious saliva dripping off pointed teeth of wood, eyes glowing red and the low growl of a pitiless killer makes Noisome Mist react without hesitation. She launches herself at it, for if not it would surely tear Tyler apart.

* * *

Tyler sees the timber wolf block the path. A cold shock of fear floods through him and he freezes, trapped in his harness. Before he can even speak to warn Noisome Mist of the danger she is already in motion. Things are happening fast - Mist is in a full-out run at the beast, her head and neck lowered and her ears pinned back. Tyler realizes she knew he was trapped, she is protecting him.

Just as Mist reaches the timber wolf it rears up on its hind legs, jaws gaping wide for a lounging attack. Tyler can do nothing, cannot even watch. He clamps his eyes shut and turns his head away. He hears the wolf roar as it must have dove in for the kill. Tears form in his eyes and he begins to sob. He blindly reaches for the release strap to his harness so he can run when he notices a sudden silence. There are no sounds of tearing or growling, no scream of pain from Noisome mist. Just silence and stillness.

Slowly, Tyler turns his head back to where Mist and the timber wolf would have met, and cautiously opens his eyes to look. He sees no carnage, no heart rending sight of a monster standing over a pony in triumph. What he sees makes no sense to him. The timber wolf is just standing looking at Mist, the red glow gone from it's eyes. It looks mild and nonthreatening bathed in the silver light of the moon. Tyler finds the harness release and pulls it, dropping his cart. He runs toward Mist as the timber wolf walks off into the forest, seemingly in a bewildered state.

* * *

Noisome Mist lunges for the monster before it can decide to attack Tyler. She had experience with one of these things before, although it was smaller than this one. She hopes the result will be the same. She concentrates, becoming immaterial as she lunges for it. The timber wolf rears up on it's hind legs and roars as she reaches it. Leaping, Mist passes though it's massive form. The effect is the same - power and energy explodes into Mist as she passes through. Only it is much more than the smaller one. Incredibly raw and fast, a euphoric feeling infuses Mist. Building in her chest, surging through her bones, she tries to withstand it. She loses all perception of her surroundings. She can feel her heart beating hard. She concentrates but the feeling of euphoria keeps growing, consuming her, "Mmurr...ahh..." She struggles against it. It isn't pain. It isn't even discomfort. It feels good. Too good and too much all at once, like the rain, she cannot stop it. She cannot escape it. Even her bones feel like they are swarming with it. She can fight it no longer. Her heart is pounding. Her concentration ended, she relaxes and falls into the euphoria as she feels her heart pound one last time, and then stop.

* * *

Tyler reaches Mist, who is now standing with all four legs braced. She is now a misty translucent white. He can see through her to his surprise. As he watches her she is visibly struggling with something. A mark on her flank that looks like a falling comet begins to glow an ice blue, just the same color as her eyes. "Mist, are you ok? What's happening?" he meekly asks, and gets no response. He raises a forehoof to touch her shoulder. His hoof passes right into her with only the feeling of coolness, like heavy fog in the morning. Tyler withdraws his hoof with worry and steps back a little, concerned for his friend. She is now standing with her head held low and at an odd tilt. Her misty legs are braced and noticeably shaking. "Come on, Mist," he says, tears still in his eyes. "Whatever you're fighting, you can beat it."

As he watches helpless, a new light blue glow begins to form throughout her misty white body. With a shock of disbelief he realizes its her bones. Mists skeleton is beginning to glow an ice blue and starts swarming with millions of tiny brighter sparks. The sparks race randomly around her bones increasing their ice blue glow. The glow gets brighter, the sparks of light swarm in a frenzy. She makes a strange sound. "Mmurr...ahh..."

"Mist I'm here, I'm not afraid of you," Tyler sobs. "Please fight it. I don't want to lose you."

The glow vanishes along with the view of Mist's skeleton. Her misty white body takes on it's bluish hue as she becomes solid and staggers a few steps toward Tyler, then collapses to the ground at his hooves. "Oh no, Oh no, Oh no," Tyler cries, the tears stinging his eyes. He is well aware Mists actions were to protect him. She had saved him again but at a terrible cost. He lays down beside her and places his head against her side listening and feeling. Noisome Mist's heart is still and her side does not rise and fall with the breath of life.

Tyler breaks down in to a crying, sobbing mess. Wishing things were different, wishing Princess Luna had still been there and watching but most of all wishing Mist would open her eyes, smile at him and sing her sweet lullaby.


	7. A Pony's End

**Part 8. A Pony's End**

25,000 years ago in Equestria's past and far to the south, things were very different. What is now a desert canyon land was rolling planes, lush vegetation and forest glens with huge trees and all manner of lesser plants. Large spreading ferns clung to the rocky outcrops, and flowering vines climbed the tree trunks in search of light.

The northern parts of Equestria where Canterlot and ponyville are were frozen beneath a sheet of ice, only the mountain peaks showing through it. Not much lived there except for long-tooth ice cats that hunted for snow rats.

In the temperate south among the glens and rolling planes there lived a small band of primitive earth ponies, their colors a blend of the shades of nature around them. There were browns, blacks, grays and roans - red and blue. They wore dorsal stripes and striping on their legs to help conceal themselves from the dangers of the wild world. For protection they made use of the caves in the forest glens, sheltering there during wild thunderstorms and cold winters that the change of seasons brought. Nights were spent in the caves telling stories to the colts and fillies gathered around a warming fire. Some of the older colts and fillies would paint scenes of nature and themselves on the cave walls to illustrate their stories.

For the most part it was a happy and family orientated life for these ponies but there was darkness, too. Wolfish monsters, black, sleek and sinewy with burning yellow eyes, sometimes would try to take a pony while they were out on the rolling planes. Using the small rises and gullies to conceal their approach these dire wolves would stalk a lone pony. They were slightly smaller than the ponies in size but came equipped with sharp pointed teeth dripping with noxious venom. After closing in on an unwary pony they would pounce and bite it then withdraw and wait while the venom did it's work. The dire wolves knew all to well that he ponies could defend themselves, even kill a wolf but most times they would just run off to the safety of the forest glens.

* * *

Mid morning and the band of ponies are out on the rolling plane, foraging for their favorite sweet grass and wild flowers. A lone dire wolf cautiously stalks a mare and a colt. The mare is a blue roan with the typical marks of a black dorsal stripe and black leg bands. Her mane and tail are of black, as is the mask around her ice blue eyes. Her colt has an odd coloring of all black with a white mane and tail. Emerald green eyes keep watch on his mother, her form a constant comfort to him.

The mare spots the dire wolf lurking in a shallow depression close to her son. She calls to him, "Run, warn the others! I'll distract the wolf." She places herself between the dire wolf and her fleeing colt. Pawing the ground, she flattens her ears. Unusually, the wolf stands fast. The mare charges it and crashes in to it at full gallop. Mare and wolf tumble to the ground. The wolf, although stunned by the mares charge, still manages to bite her on her hip. She feels the searing pain and the heat of the venom burning into her flank. Blocking it out and thinking only of protecting her son and the others, she regains her feet before the wolf does. She rears up and brings her fore hooves smashing down on the dire wolf's head, shattering it, ending its threat to her family band.

The fight over, she tries to walk. The wolf's venom is burning and spreading into her body. She knows her band of ponies will have retreated to the safety of the cave, taking her son with them. They would wait there for her return, a return that would never come. Managing to walk shakily and stiffly out into the open, her rear legs no longer respond. The burning heat of the venom has reached her heart. She feels as if she is made only of heat and pain. The mid morning sun is shining brightly but the mare wonders why its getting so dark as she folds to the ground. She feels her heart beating heavily, slowly as the darkness closes in around her. Lying there her heart still beats, spreading liquid fire up her neck towards her head. She lowers her chin to the ground, no longer able to support the weight of her head.

Her final thoughts are of her son and how afraid of thunderstorms he is. A lullaby she would sing to him begins to echo in her mind...

"Rest little brave one I'll keep you secure, I'm right here beside you a heartfelt gesture. The wind and the storm they shall pass us right by, the morning will come when the sun fills the sky. The night time shall pass as we rest here as one, warm and secure just a mare and her son. No pony wanders this world all alone, a mothers love follows where ever you roam. So keep my words running around in your heart and morning will come and we'll make a new start."

The final words of the lullaby fade into the darkness of her memory and something strange begins to happen. The searing pain and burning heat of the venom that was devouring her life fades away to be replaced with a strange and comforting tingle. The darkness is being replaced with a brilliant bluish-white light and a crackling and hissing sound fills her ears.

The brave and protective mare now lie dying on the open plane. A strange phenomenon begins to appear in the air around her. Bright ice blue sparks, visible even in the sunlight, begin to appear in a circle around her. As more and more flash into existence they take on the form of half a sphere, bisected by the ground with the mare in the center. More and more flashed in to being. The air crackled and hissed with them. Soon nothing could be seen but a brilliant Bluish-white half sphere growing in size and radiating outwards. In the blink of an eye it flashes brighter than the sun and collapses in on itself with a thunderous implosion. A sound that not only shakes the ground of Equestria but also caused ripples throughout time itself. The mare is gone and in the place where the sphere had appeared was nothing but sterile and empty ground that very much resembled desert land.

In the safety of their cave the band of ponies hears a loud and thunderous blast that shakes the very ground on which they stand. A black colt with white mane and tail bolts for the exit, ignoring the pleas and warnings of the others. Tears streaming from his emerald green eyes he runs toward the place on the plane where he last saw his mother. He first comes to a large circle of land that looks unlike anything he has ever seen. There are no plants whatsoever and the sand and rocks look old and washed-out, consisting of only tans and reddish-orange hues. He cautiously walks across it. A feeling of emptiness and loneliness wash over him. He is relieved to leave it behind. A short distance away in the spot his mother had last ben he finds a dire wolf with a smashed skull. He looks from the wolf back to the blasted circle of land and notices his mothers hoof prints lead in to it. He begins to cry uncontrollably as he realizes she is gone forever. The only thing he has left of her is a soft lullaby he hears her singing to him in the back of his memory.


	8. Home

**Part 9. Home.**

Tyler, lying beside Mist, cries openly. "Why?" he asks. "Why did you do that? We could have run. We could have gotten away. Now you're gone and I miss you so much. I've only known you a few days and you saved my life twice." Eyes stinging with tears, he pleads. " Please don't go." He rests his head gently back down on her side. All thoughts of flying and new wing designs have slipped from his mind. He thinks now only of Noisome Mist, how he wont leave her side. Surely Princess Luna will find them and help him bring her home. He would see to it that Mist's wish would be fulfilled. She would reach Ponyville. It may be being pulled by him in his cart only to be buried by a friend, but Noisome Mist would get to Ponyville.

It has been over two hours since Mist dropped at his feet, all signs of life gone. Everything seems to have stopped for Tyler. Even the late night air is still and no nocturnal sounds can be heard. The only thing that makes a sound is him. He doesn't even care if anypony can hear him crying. He has lost the first true friend he ever really felt a connection with. She hadn't judged him, hadn't thought him flying was foolish. She was just happy to help him and even more happy to meet him. Somepony who just accepted him as he was. Now the only way he would get to show his gratitude was going to be laying her to rest in Ponyville. He gently lowers his head back down on her side and continues his vigil of grief.

Tyler, his head still resting on Mists side, the ear that is pressed to her picks up a faint sound. He holds back his sobbing to listen more closely. Again he hears the sound. Smooth and strong sounding, Mist's heart has resumed beating. Tyler fills with a mix of wonder and joy. He presses his ear down tighter and closes his eyes, listening to the strong slow beat of it. Warmth is filling his heart as his head begins to rise and sink with Mist's resumed breathing. "Oh Mist. I knew you wouldn't give up. I knew you wouldn't go." He says more to reassure himself that this is actually happening.

Tyler feels a bigger movement under his head and opens his eyes to see that Mist has raised her head and is now looking at him. Looking at him with a blank stare from her luminous ice blue eyes. "Who are you?" she asks. Tyler's heart sinks a little. The blank stare, the question. Mist doesn't recognize him. He thinks her memory is gone and with it all the moments they shared the last few days.

As Tyler lifts his own head off her side and stares back at her he notices a wry smile beginning to form on her lips. "Oh you magic pony, you. You brought me back." Mist says, now completely failing to stifle her smile. "This feels so familiar don't you think? Only I was watching you wake up." She says looking in to Tyler's eyes with a smile.

Tyler realizes Mist has just made light of this whole terrifying event. A moment ago he was ready to make final plans for her. Now she was trying to be funny. Even so he could not be mad at her. He isn't sure what had happened to her. He isn't sure of what he had seen. He had seen right through her, his hoof had passed into her shoulder. He had laid beside her for at least two hours while her heart was still and she did not breathe. Yet now here she was sitting up and smiling at him with a chipper and mischievous expression on her face. "Ok. Are you all right?" He asks.

"A little tingly and charged up but yes I'm ok." She says. There and then Tyler makes up his mind. With all he had seen, with all he knew. With all he didn't see and all he didn't know about Noisome Mist, it does not matter - he will trust her completely from this point on. She has proven to him that regardless of what she thinks of herself she is no danger to him.

Mist looks at Tyler, staring at her as if he is lost in deep thoughts. It dawns on her that he may have just seen what happens to her when she becomes immaterial. Her bright happy expression begins to dim with worry. Her body is still awash and overflowing with energy from the timber wolf. So much so that it hadn't needed to circulate blood or oxygen for a few hours and had just shut down in complete rest. Now back up and fully running with life she feels renewed, but worried she may have just lost a friend.

"Tyler," She cautiously asks. "Did you see what happened?"

"No. I couldn't bear to watch. I closed my eyes and turned my head away." he says.

"So you didn't see what happened to me?" Mist asks a little more reassured.

"No. Not with the timber wolf but then it got so quiet so I looked and the wolf was just looking at you. I moved toward you and the wolf walked off. You were a misty white color and standing braced like you were struggling with something inside. When I got over to you I could see through you so I tried to touch you"- Mist interrupts him with a bit of panic in her voice.

"You didn't touch me though... oh please Tyler tell me you didn't touch me!"

"Well that's just it. I couldn't touch you, my hoof just passed right into your shoulder." Mists eyes went wide listening to this. "It felt cool like a heavy morning fog." Tyler finishes.

Mist stares at him, mouth open and looking stunned. "And you're ok?"

"Yeah, I feel fine but as I watched you I could see all your bones appear and begin to glow and swarm with a light blue luminescence. Then you made the strangest sound, like you liked it, then the glow vanished, you darkened back to your normal color took a few steps and collapsed at my hooves. Mist, you weren't breathing and I couldn't hear your heart beating. I thought you died, you were dead as far as I'm familiar with it. You were like that for at least two hours. Then you just started up again..."

Mist stops Tyler by placing a hoof over his mouth, ending his rambling. Looking him in the eye with her ears lowered to the side in worry, she asks, "And you're not afraid of me now?"

Tyler sits facing Mist, then takes her hoof in his two forehooves, lowering it from his lips and says, "How could I be afraid of somepony who has saved my life twice? Maybe you're not a pony or at least not all pony but so what? You are the best friend I ever had. I trust you completely and will help you any way I can." The look on Tyler's face is one of complete honesty.

Mist looks at Tyler her eye beginning to glisten with tears of understanding and joy. She would no longer have to hide anything from him. They are true friends now. She smiles warmly and says, "I know you said it sounded like I enjoyed what was happening to me but... well it's... lets just say it's a bit overwhelming and unsettling. It feels so..." she pauses trying to find the right words as her body blushes a darker shade of blue. "Maybe next time we can just run from the monster."

"Yeah," Tyler says "I think that would be a lot less stressful for all three of us." They both chuckle at this, get to their feet and walk side by side to retrieve his pull cart. "Well Noisome Mist," Tyler says "Lets go home. I'll make you something to eat if you like. Maybe a sandwich."

Tyler and Mist walk out of the Everfree forest, the sinking moon marking the late evening. Soon the dawn will break, heralding a new day in Ponyville and a new home for a once lonely mare.


	9. Arrival

**CHAPTER 3 PONYVILLE.**

 **Part 1. Arrival**

Walking the path in to Ponyville, Mist and Tyler talk openly to one another. The barrier of Mist's secret gone, she voices her fears to Tyler. "I know you said you touched me while I was immaterial and that nothing happened, but when I am like that I draw life from other living things. I'm dangerous when I'm like that. The sun does it, it turns me from solid to immaterial. In the bright sun of midday I'm almost invisible, just a shimmering image like heat rising off the sun baked desert," Mist explains to Tyler. She feels so relieved not to have to keep anything from him.

"But I did touch you and wasn't harmed. That timber wolf must've touched you as well, and it wasn't harmed. It just looked confused as it walked off, oh and not-so-evil and vicious either," Tyler responds. "I think you took its darkness away," he adds with an encouraging tone.

Mist looks at him with a light smile. She can tell he is trying to be supportive of her. She leans over and puts her nose under his chin and lifts his head up playfully then she says, "It's just I don't really know what it is that happens between my body and other creatures. I cant stand the idea I might be harming them, or you. So promise me when I am not solid you will do your best to avoid contact with me. Please?"

"Ok Mist, that's a reasonable request. Any others?" Tyler asks.

"Yes. I know I'm not like anypony else so I don't want to meet them just yet. I have you as a friend. A friend who I know is not afraid of me. The other ponies may be so I need to watch and learn their ways. What I ask is that you don't tell other ponies about me for now. Ok?"

"Ok Mist, I understand," Tyler says thinking of what princess Luna had made him promise. "Now I have something to tell you" he continues "Around this next bend in the path you will see Ponyville. It's one of the better vantage points to see most of the village, so get ready. I present to you, Ponyville!"

Rounding the bend at the top of the hill the view of a sleeping Ponyville unfolds before Mists widening eyes. She stops short. Her jaw drops open and she whispers in wonder, "What is this?"

"It's Ponyville" Tyler says "It's where I live and where you wanted to go."

"What are all the square-ish things, and where are the caves?"

"UM...we don't live in caves. We build houses. Mine is on the other side of town. Come on, I'll give you a quick tour before anypony wakes up."

Mist is in awe of all Tyler shows her. She has no memories of anything like this. She only remembers the desert canyon lands and the caves she sheltered in when she had to get out of a night time thunder storm. Quietly they travel through town, Tyler pulling his cart and Mist gazing in wonder at things as Tyler names them and some of the ponies that live in them. "This is the town hall," he says as they pass a large and beautiful structure. "And that tree over there is the library, Twilight Sparkle lives there with her young dragon helper. She is nice, but often lost in her studies of magic." The small tour continued and Noisome Mist absorbs every sight she sees and every word Tyler speaks.

On the far side of town they approach a modest little house with an attached work shop. "This is my place," Tyler says. "I want you to feel right at home here. You can hide out from the rain inside. I have a room for you, it's full of my old wing designs but I'll clear them out and it's all yours." Using his unicorn magic he opens the large door to his work shop, backs his pull cart in, and unharness himself. "I'll deal with this wreckage tomorrow afternoon. Come on Mist, I'll show you my place." Unencumbered by a pull cart Mist notices Tyler looks dirty and sweaty. Walking up to him as he closes the door to his shop, she gently rubs her head up and down the side of his neck, secretly reveling in the contact and enjoying the feel of his fur against her cheek.

"You are a mess," She says, roughing up his mane. "I imagine I'm not much better. I saw a lake over that way; the night is warm, lets go in the water. I found out not too long ago I like going into water," she says, remembering the pool in the forest.

Before Tyler can answer Mist has given him a playful pinch on the shoulder, spins around and is running full speed for the lake. She calls back to Tyler, "Come on, the sun will rise in an hour. You're wasting Moonlight."

Tyler stands blinking, watching Mist run off toward the lake. A few moments pass and he runs off after her, his mind now whirring away on a whole new line of thinking. He has never met anypony that behaves or looks like Noisome Mist. She is obviously very healthy and strong, yet her overall appearance has a bit of lankiness to it. She has striping on her legs and long hair under her jaw and down the underside of her neck, as well as some on the backs of her legs.

Tyler is closing the distance to the lake and thoughts run swiftly through his mind. "Mist looks kind of feral, like somepony who has lived outdoors for a long time" His thoughts race on. "She must be some kind of wild pony from the desert wasteland. From some unknown or forgotten band of ponies still living and surviving by the old ways."

Settling on that as a partial explanation he feels somewhat satisfied. Mist must be some kind of wild pony. That even explains her behavior to some extent. How she is comfortable in touching him in ways no other pony had ever done. Walking so close, side by side, that he could feel her warmth, rubbing her cheek up and down the side of his neck and the short little puffs of breath from her nose when she was sniffing him, learning his scent. He notices that to her this all seemed so natural, so normal. To him it is a bit unsettling and odd.

Now Tyler is getting a little unsettled by the unaccustomed contact. Not because it is bad or wrong but because he never had anything like it before, and because he finds himself liking this trait in Mist. Not just liking it, desiring it. No pony had ever treated him this way, especially a fine filly that appears to be the same age as him. The unsettling part is he has no idea as to how to respond to it. He hears Luna's comment echo in his memory, _Really Tyler, is this your first filly friend?_ **Yes,** he thinks in reply. _I don't know how to be close to somepony else._

Tyler has to quickly come to terms with his lack of social charms. He has reached Mist. who is standing on the sandy shore of the lake. Mist looks at Tyler and sees the apprehension on his face. "What's wrong Tyler, is it unsafe to go in to the water?"

"No its safe, it's just I..." he stops short of a full reply at a true loss as to what to say next, his well built emotional walls preventing his softer side from showing. Looking at Mist, her soft open expression begins to work on his facade. He lowers his emotional guard, hearing more of Luna's words in his memory. _Play your cards close to your heart Tyler, and I don't think you can make a wrong decision._ Tyler follows his heart and thinks _Ok Mist, you are going to have to show me how to be a special somepony, so for now I will follow your lead and mirror your actions and see how things go._ With his mind set and his heart racing he leans his head over to Mist's shoulder, presses his cheek firmly against her and rubs up and down. She feels warm and smooth. Mist makes a delighted little laughing noise and plunges in to the water followed by Tyler who's thoughts are _Oh my gosh, Oh my gosh, Oh my gosh, that was awesome!_

Mist and Tyler splashed and played for an hour in the cool water of the lake. Tyler found out it wasn't so hard to be open and free with his friend Mist. In fact it was just plain fun. Mist found out Tyler not only could fly but hold his breath for two minutes underwater, giving her fits of worry he had drowned. When he had popped up laughing she had plowed in to him sinking him once again. They ended up having such a good time laughing and splashing that the bond between them was now undeniable.

Getting out of the water Tyler says, "That was the best time I ever had swimming in the lake and do you know why Mist?" he asks, and before she can answer and he loses his nerve he says, "Because my best friend was with me." They stand facing each other, dripping wet. Tyler walks up to Mist and stands chest to chest with her, reaches across her shoulder with his head and draws her in tight with his chin. Mist does the same, responding in kind and the two stand for a while in a pony neck hug. A gesture of true affection.

Tyler breaks the touching moment by lifting his head and commenting, "Aw shoot, I don't have anything to dry us off with."

Mist steps away from him with a sparkle in her eye and says, "Well that's to bad for you..." and as Tyler watches, Mist shifts to her translucent white and leaps forward. For an instant Tyler sees two Mists, one a shimmering wet image and the other a completely dry and shiny clean one. The shimmering wet image collapses with a splash to the ground leaving only the clean and dry one looking back at Tyler with a sheepish grin. "Oh, heh look at that I'm all dry."

Tyler stares at Mist with open amazement and says "You are one strangely wonderful pony. I am so glad you found me. Let's go and get some rest. It has been an amazing few days."

As the twilight of morning brightens the sky, Mist and Tyler walk back to his home, side by side, one clean dry pony and one dripping wet pony. Somewhere off in the distance a rooster crows and Celestia's sun breaks the horizon. Reaching the front door the sun fades Mist back to an immaterial translucent white, and before Tyler can open the door for her Mist simply walks through it.

It has ben a couple of intense days for Noisome Mist and Tyler. Sorrow, fear, worry and joy had been experienced by both of them separately and together. The late night swim has just topped it off, clearing away many fears and even a few boundaries for Tyler. Now it is just day break and he is exhausted. Still wet he says, "Mist I'm going to dry off and go to sleep. I'm so tired. Make yourself at home and if anypony comes and knocks at the door don't answer. Ok?" Mist nods in response as she is looking around at all the new and interesting things in Tyler's living room. Tyler uses his magic to float a big fluffy towel over and begins rubbing it all over himself, drying off. Mist watches with an admiring eye. Done with drying he combs out his mane, tail and forelock, using the same magic and a comb. Mist watches, enjoying Tyler's little show. Finished he looks himself over in a wall mirror and notices the white hairs in two lines down one flank and the white spot on his chest where his wounds had been. He looks back to Mist who has been watching him intently the whole time. He lowers his neck and tilts his chin in and smiles self-consciously at her and says, "When I get up we can talk more, ok? Thanks for the swim, it was something special. _You're_ something special." Mist says nothing and continues watching Tyler with just the slightest hint of a smile gracing her misty white lips.

Tyler goes in to his bedroom, lights a candle, and closes the door. No light from outside gets in, and in the warm flickering glow of the candle he climbs in to his large comfy bed and quickly falls asleep lying on his right side.

Mist watches Tyler close the door to his bedroom, then begins to wander about, studying things in his home. She can't touch or move anything, being immaterial, so she is limited to just looking. She soon comes up with lots of questions about things she is seeing, and without Tyler to answer is left a bit frustrated. She looks out the window toward town and sees a few ponies walking the path. She looks back at Tyler's closed door, her ears swiveling about in indecisive thought. She walks to the closed door and puts her head through. She sees Tyler sound asleep on a large and inviting-looking bed. She also feels her head and neck firming up, becoming solid. She realizes no sun is getting into the room and the candle light has no effect on her. She quietly steps all the way into his room, becoming solid. In the candle light Tyler looks so peaceful, shiny and smooth. Gently she climbs into bed with him and puts her back to his. She feels his warmth and smells his light sent of fresh hay. She lays her head on a soft pillow and closes her eyes. Tyler doesn't stir. She feels like she has made the right choice. Rest is what she needs, too. She falls asleep with happy thoughts of being so close to her magical pony friend.


	10. A Pony Out Of Time

**A Pony Out Of Time - Part 1**

Tyler has never slept so soundly. He hasn't even moved position. He is still lying on his right side at the left edge of his bed. As he begins to wake up, his thoughts retrace the events of the last few days. It all seemed so incredible, unbelievable even. He had gone out beyond the Everfree forest to the south so he could practice with his new wing design. Out there he was away from the ever teasing and taunting of Down Pour and White Out, two Pegasus ponies who he had bad blood with since they were in school as young colts. Rainbow Dash teased him as well but not in the same unmerciful ways.

As he replays the events in his memory he is becoming aware of something warm and pleasant-feeling pressed up against his back. Not paying to much attention to it, his reminiscing continues.

While testing the limits of his wings he had broken one at high speed and crashed. His life had been saved by a strange filly. Princess Luna was involved and it all just started to feel like a dream. He made friends with the filly named Noisome Mist. Luna made him promise to help her and guide her, then they were attacked by a timber wolf and Mist seemed to die in front of him, only to wake up two hours later. Maybe this was just a dream...

The warm and pleasant-feeling something moves and presses against his back more firmly. He hears a contented sigh and he snaps out of his reminiscing, fully awake. Lifting his head he sees Noisome Mist lying in bed with him, her back pressed against his. In a surprised and panicked scramble to get up out of bed Tyler manages to fall out on to the floor with a heavy thud. Without getting to his feet he slowly raises his head to look. Mist is now sitting up on the bed looking at him in the glow of the candle light, one ear forward and one ear out to the side. With her head slightly tilted she asks, "Are you ok? Is that how you always wake up?"

Tyler answers with a bit of hesitant uncertainty in his voice. "No, and why are you in my bed?"

"Well, I could not investigate things too much in your house, not being able to touch them because of the day light, so I looked in on you. When I saw I could be solid in here I decided I needed rest too. I rest much better when I am solid. You looked so comfortable on this bed thingy I decided to join you. I hope you don't mind. This bed thing is so comfy." As she speaks Tyler sees her expression is one of simple honesty. This made him feel much more relaxed. She hadn't tried anything, just slept. His racing heart slows back down, well at least until Mist finishes her statement, anyway. "And also because I wanted to be close to you. You are warm and comfy too." Tyler's heart once again speeds up as he gets to his feet. Mist is becoming way too forward for him. He is so far out of his comfort zone.

Opening the door with his magic the room is flooded with late day sunlight. Noisome Mist fades to an immaterial misty white. "Aww...Hey." Mist says with a confused and hurt look. Tyler sees this and feels bad. He had used his knowledge of what the sun does to her to allay his own fear of intimacy.

"I'm sorry Mist," he says closing the door again "It's not you, it's me. This is all so new to me. I never had a filly friend, not one like you, anyway, one that is so close to me, one that means something more to me than just a passing "Hi how are you." Tyler walks over to Mist and hugs her around her shoulders with both forelegs. _Mist's kindness and openness is something I'm going to have to get used to. Maybe I'll even grow to like it. What the hay, who am I kidding, I already like it,_ he thinks.

Letting go he sees a bright and happy look on Mist's face. Inspired by this he says, "Wait right there, I've got something for you." Tyler rushes out. Mist hears some clatter and commotion from another room and waits expectantly, her heart ticklish with joy that Tyler had hugged her. That simple little hug means a lot to Mist. To her it means she was accepted by him regardless of how different she is from anypony else.

Tyler returns carrying a tray with his magic. He enters the room and closes the door tight behind him, blocking out the sun light. Mist body returns to it's bluish tint and turns solid. He places the tray on the bed in front of her. On it is a cinnamon and apple slice sandwich and a glass of cider. "Here you go, Mist. Your first taste of Ponyville fare. One apple slice sandwich with cinnamon and brown sugar and a glass of Sweet Apple Acres finest cider. Enjoy!"

Mist looks at the tray and makes a few quick puffs, sniffing the food. The aromas that greet her nose are like nothing she's ever experienced before. A whole symphony of sweet and tasty scents fill her nose. Even the bread smells wondrously like rye seeds and fresh grains. Taking her first bite her taste buds are not let down either. The flavors match the aromas perfectly. The cider is incredible, like liquid apples with just the right spices added to warm the senses. Finishing all of it in short order, she looks at Tyler, her eyes sparkling in the candles glow. "If this is what you Ponyville folks have to eat I think I'm really going to like it here!"

As the evening began Princess Luna raised the moon and Mist was still asking questions and getting answers she only half understood. Tyler found that Mist had no understanding of modern things. She could tell him everything about nature and things that were found out doors. She knew what to call them and where you could expect to find them, but pony-made things like houses, barns, beds and even a simple pull cart, these things she had no words for, but learned them quickly. Hours they spent going over words for things, Mist learning a fuller and more up to date vocabulary, Tyler's wonder growing. His biggest wonder was where had she come from. Finally he just asked her.

"Mist where do you come from?"

"The desert canyon lands. You know that," she answers.

"Yeah, but what do you remember. I mean what is your earliest memory?"

"Oh that's easy. I remember my first day," she says matter-of factly. "I woke up on a stone mound in the middle of a large circle. I felt very sad and alone. I wandered around the desert and canyon lands for a long time. When I found the cave with the painting of other ponies like me I wondered where they all went and why I was all alone. I was there a long time... Finally I decided to leave. I left in the direction the ponies painted on the cave wall were running in. Eventually, I found you."

Now it is Tyler's turn to only understand half of what Mist has just said. He thinks a little and rephrases his question. "When you woke up were you a foal, were your mom and dad with you?"

"No," Mist says. "I was just like I am and no pony else was to be seen. I told you I was all alone."

"But Mist, that makes no sense. Ponies don't just wake up full grown in the middle of nowhere." Tyler retorts.

"Well that's all I remember, that and that lullaby that makes me cry when I sing it. I don't know how I know it so don't ask." Mist finishes.

About this time a sound can be heard coming from outside in the dark. Faint but getting louder as it gets closer. Somepony is calling Tyler's name. Before Mist or Tyler can react a grey pony with a blond mane and tail bursts through Tyler's door. Excitedly she slides to a stop, then freezes, staring at Mist with slightly crossed eyes and a mail bag slung around her chest.

"Ditzy, you should at least knock on the door before you come crashing in," Tyler says to the one pegasus pony he actually likes. Ditzy does not answer. She is fixedly staring at Noisome Mist with her mouth open and not blinking. Tyler walks over to her and waves a hoof in front of her eyes. Still she does not blink.

Mist speaks up, "Um, Tyler is she a friend of yours? Is she all right?"

"Well she is kind of everypony's friend and I think she is surprised to see I have company...maybe." Tyler answers.

Slowly Ditzy begins to make a sound, "Wow, is she real Tyler? Where did you find an ice age pony?" Tyler runs to the door and looks out to see if anypony else saw Ditzy Do enter his home. Not seeing any pony he slips back inside and closes the door. Ditzy is still staring at Mist who is sitting on the couch and returning an uncomfortable smile at her.

Tyler goes over to Ditzy and taps her on the shoulder with a forehoof. "What do you mean an ice age pony?"

"Oh yes, I would recognize an ice age pony in an instant," Ditzy enthusiastically exclaims. "There's a book I have had since I was a foal that tells about them and it has beautiful pictures. I liked the pictures so much as a young foal, I still do. It's my favorite book. The book says they left cave art in the desert canyon lands. It also says the art is between 22,000 to 30,000 years old." Ditzy takes a breath and continues, "In the book it says it is not known for sure what became of them, it even speculates that they may have left and traveled north as the ice melted. Only the book says all trace of them disappeared from the archaeological record 20,000 years ago, so how is one sitting on your couch?"

There is an awkward silence now hanging in the room. The things Ditzy had said, although hard to accept, make some sense to Tyler. It explains Mists overall appearance and lack of knowledge of modern things. It does not offer any clue as to how a pony from 20-so odd thousand years ago is walking around Equestria today. To Tyler it does not matter. Mist is special to him, no matter what. "Ditzy" Tyler says "This is Noisome Mist, a very special friend of mine. I don't know if she is an ice age pony. If she is I don't know how she got here. What I do know is she is special, she is my best friend and I want you to keep her presence here to yourself. Can you do that for me?"

Ditzy quickly nods her head in agreement. Mist has gotten of the couch and is sniffing Ditzy's folded wing. "You are a Pegasus right?" she asks Ditzy.

"Yes, though I'm not the best flyer." Ditzy says then adds, "You are so nice. I wont tell anypony you're here. Can I come and visit you again?"

Tyler answers before Mist can. "Yes, of course Ditzy, you are always welcome here, but if you want to visit Mist you will have to come after sundown. Ok?" Without asking why Ditzy winks one eye and agrees.

"Speaking of night time", Tyler says, "What brings you here so late and in such a hurry?"

"Oh!" Ditzy exclaims "I almost forgot with all the excitement of meeting an ice age pony. This came for you on the late train. I knew you would want it right away." Ditzy reaches in to the mail bag slung around her chest and with her teeth pulls out a letter. "Look at the post mark!" she says in awe. Tyler does, it says Gryphon post exchange- Gryphon territory.


	11. A Pony Out Of Time - Part 2

**A Pony Out Of Time - Part 2**

Tyler's eyes light up as he looks at the name of the sender. Raziel. G.M.C. He is thrilled at this and begins to speak to Ditzy about how glad he is that she brought it right away.

As Tyler and Ditzy talk about a letter Mist, is lost in her own thoughts. Ditzy had called her an ice age pony from 25,000 to 30,000 years ago. This made as much sense to her as waking up in the middle of nowhere alone and fully grown did. "Who am I? What am I," she thinks. Things have become more confusing to her the more she thinks about them. "How could I be so old?" she thinks. "I don't look or feel any older than I've ever felt. I don't remember any snow or ice. I know I'm very different from Tyler and Ditzy, from all ponies it seems, but what happened to me? How did I become like I am?" Mist has become lost in her thoughts. Tyler and Ditzy notice the disconnected and vacant look on Mist's face and stop talking. Ditzy makes a move to go and nudge Mist and rouse her from her distraction.

"No," Tyler says. "Let her be, Ditz. I think she is thinking over what you just told us."

"What, the letter?" Ditzy asks.

"No. The history lesson you just provided." Tyler approaches Mist and looks in to her eyes. She does not react. He begins to softly say her name "Mist... Mist... hello...Mist." Tyler patiently speaks to Mist in a soft and warm tone while Ditzy watches with curiosity. Mist's thoughts are slowly invaded by a voice saying her name. At first it sounds far off "Mist..." Gradually it becomes closer and more real. "Mist...hello...Mist..." Reconnecting to the current time and place Mist blinks her eyes. Tyler is right in front of her, his warm and understanding face a welcomed image. "Hey, welcome back," he says

"Oh... I.. I'm sorry ... I was thinking."She has a searching expression on her face, like she was looking to Tyler to provide some answer to an as yet unasked question. Her eyes show concern as she asks Tyler, "Do you really think I could be an ice age pony from 25,000 years ago? How could that be? Something horrible must've happened... Happened to me. What could it have been?" Not waiting for Tyler to answer she continues, a slight panic starting to show in her quavering voice. "Maybe that's why I am like I am. Maybe I'm not even a pony anymore." Mist is beginning to work herself up. "Maybe I'm just some kind of ghost. A phantom. Lost and unable to find rest."

At this point Tyler interrupts Mist's building meltdown. "Mist... Ditzy is here," he cautions, but his warning is unnecessary. Ditzy has gone to Mist's side and put a wing over her back.

"You're no ghost. Ghost's aren't warm and friendly like you. You are a special pony, I can tell. I'm sorry if I might have upset you, Mist. You do look like the pictures in the book though. You will see when I bring it. Please don't be mad at me. I didn't mean to scare you," Ditzy finishes, and gives Mist a squeeze with her wing as she puts her head against Mist's neck.

"See Mist, now you have two good friends." says Tyler "We don't care if you're different and Ditzy is right, you are a special pony."

Tyler pauses as his eyes get a little glassy with emotion in anticipation of the next words he intends to speak, words he never thought he would say to anypony. "You're _my_ special somepony!"

Hearing Tyler say those words Noisome Mist abandons her thoughts about ice age ponies and thousands of years. Her attention is now fully fixed on Tyler. He had just called her _his_ special somepony. Ditzy, with her wing still over Mist's back feels a strange tingle rush through her. It starts in the wing that is over Mist's back and flashes rapidly through her in all directions. It feels like pure joy. Ditzy giggles and takes her wing off of Mist, saying, "And both of us will watch out for you so don't worry."

Filled with happiness once more Mist looks to Tyler and Ditzy. _This is real. I have real friends. Tyler, Ditzy Do and Princess Luna. They are all so accepting of me. I've found a real home._ Her thoughts go back to Tyler and the letter he seemed so happy about. "Tyler," she says, "What about the letter, what is it? Why did you look so excited over a small white paper?"

Taken by surprise at the sudden return to the topic of the letter, Tyler says, "I 'm excited because it's from the gryphon that made my cloud bands. The magic bands that when I wear them on my legs allow me to walk on the clouds like a Pegasus pony. I had him looking into better wing materials for me so I could build a set of wings I couldn't break. This could be great news."

"Ok then Tyler, lets hear it." says Ditzy.

"Yeah lets hear it," says Mist in agreement. Ditzy now puts one fore leg over Mist's shoulder. Mist relaxes with this show of comradery.

"OK," says Tyler opening the letter with his magic and holding it up to read. He clears his throat in a dramatic way and says "It says:

"Dear Tyler, I hope this letter finds you well. The research you requested I do for you is complete. I have come up with the perfect materials for your wing designs. We gryphons have used ancient dragon bone to make weapons with for many centuries. It is very light, and incredibly strong. Wing main spars and framing made of this will not break, however you will need to make diamond tools to work with it as only diamonds can cut and shape it. This should be no problem for you as a filly named Rarity who lives in Ponyville can find them for you. You will have to convince her to help you on your own. As for the flight surfaces I have been saving main flight feathers from my gryphon friends for you. These are unmatched in durability and aerodynamic properties, and don't worry, we shed these once a year so I have plenty of colors to choose from. You may request any colors and numbers of feathers for free, my gift to you my friend. The ancient dragon bone came at a very high price. It is scarce and difficult to obtain. I am willing to trade it for something of great magical properties. I trust you will come up with something I will find useful. Meet me in the northern mountains at Gryphon'ss Gate four weeks from the post mark on this letter.

Yours truly and with great respect...Raziel: Gryphon Magic Crafter."

Tyler's eyes sparkle with a wild excitement. He will finally be able to make a set of high-performance wings that he won't kill himself with. In a quick little dream he sees himself humiliating his two old rivals, Downpour and White Out in a flying competition. A wide smile slowly spreads across his face. All those years of being teased and bullied by the Pegasus ponies because he wanted to fly and was a unicorn is what made him shut out all most all other ponies, had caused him to bury and ignore his emotions and made him feel like an outcast. All because he had an unrelenting desire to fly and was not born a Pegasus. With a new set of high-performance wings and his well practiced control of flight surfaces he planned on shutting them all up once and for all. He planned on letting go of the distance he kept from other ponies as well. This is not just due to his planned new wings. He know Noisome Mist will be there for him. A sure friend, _his_ special somepony. She is making him better in so many ways.

"Yay! Great news," Ditzy shouts while bouncing up and down. "I always worried you would hurt yourself with how hard you fly your wings. Now you can be safer!" Snapped out of his little dream Tyler looks at the two fillies. Mist and Ditzy are the same size. Both look happy for him and also quite comfortable with each other. _If it wasn't for what the sun does to Mist she would have no problem making friends,_ he thinks.

"When do you have to leave," asks Mist, her voice toned with concern.

Tyler looks at the post mark, making note of the current day, does some figuring and replies, "Three weeks from tomorrow, but I don't know what I can bring to trade." Then he realizes what her concerned tone is about. She will not be able to go with him. "Don't worry Mist, we will work things out. We have time, and you made a new friend." Tyler indicates Ditzy, who still has a foreleg across Mist's shoulder, like she's trying to keep an amazing treasure close to her.

"It's late," says Ditzy. "Ten o clock. I have the early mail run tomorrow morning. I have to go. I'm glad to have met you, Mist." She gives Mist a big hug around the neck. Mist turns her neck in to the hug and sniffs back a tear of joy. "Don't worry, your secret is safe with me." she says to both Mist and Tyler. "Bye bye for now, I'll come back with my book in a couple of nights."

As Ditzy turns to leave, Mist says, "Good night Ditzy, I'm glad to have met you too."

Tyler adds, "Be careful on your way home," as she trots out the door.

"I like her Tyler. I can tell she is a really sweet pony. I cant wait till she brings the book so we all can look at it. By the way, what is a book?" Mist asks. As Tyler is explaining that a book is like a lot of letters all put together a knock comes at the door. Thinking Ditzy had forgotten something else Tyler opens the door wide using his magic. It's not Ditzy though. A magnificent midnight blue Alicorn with a shiny dark coat and billowy mane and tail stands regally at the threshold.


	12. A Pony Out Of Time - Part 3

**A Pony Out Of Time - Part 3**

"Princess Luna!" Both Tyler and Mist exclaim at the same time, then look at each other and chuckle.

"Wow, you look great," says Tyler. "Welcome, come on in we're both happy to see you." Luna smiles at Tyler's genuinely sincere greeting, appreciating the lack of his usual wise cracks.

"The night is so beautiful," she says. "Wont you join me up the hill, and we can have a nice visit under the moon and stars." She turns and walks off toward a small hill to the right of Tyler's home. Tyler and Mist happily follow, Mist fixedly watching Luna, trying to control her rapidly increasing emotional tidal wave. It is still running high from what Tyler had called her, and the fact that she now also has Ditzy Do as a friend. Princess Luna is the third. Her heart is warming and tingling and her eyes are getting glassy with forming tears. Reaching the top of the little rise, a wonderful nighttime view of the lake reflecting the moon light is afforded.

Noisome Mist's emotions finally overcomes her and she cries out. "I know it was you! I know what you did to me!" as she runs to Princess Luna and wraps her forelegs around the larger alicorn's neck. Surprised by such a forward and unrestrained display Princess Luna stiffens and stands a little taller as she flares her wings open. Noisome Mist is now sobbing against Luna's neck "I know what you took away from me. You were there on that ridge that night. You showed me Simon's dream as if I were him. You made me understand I did not kill Simon. I made him happy in his final moments. You took away my misplaced sorrow so I could be free to see the world untainted by a broken heart." Crying now freely and openly, Mist's tears run down Luna's neck. They gently disappear in little ice blue glows as they are absorbed. Luna feels a warm sensation spreading through her, a pure clean life energy coming from Mist's tears. Luna relaxes, lowering her wings. She bends her neck toward Mist in a small embrace. She thinks to herself, _So this is how Tyler must have felt when you healed him. What a miraculous pony you are Noisome Mist, and why do you feel like a sister to me?_

Mist continues, "You left me that arrow pointing me to were I would meet Tyler. I don't know why you should help me so much. I don't have any way to thank you except to say, thank you, thank you so much. I will forever be your friend no matter what." Mist releases Princess Luna and steps away, regaining control of her emotions. Tyler, surprised at Mist's sudden emotional outburst, stands stunned and silent, at a complete loss for words.

"Mist," Luna says, "thank you so much for the hug. Because of who I am most every pony else keeps their distance from me. It leaves me feeling isolated. You and Tyler make me feel appreciated and wanted, although Tyler sometimes has an odd way of expressing it." She glances sideways at Tyler who is wearing an uneasy smile while looking down at the hoof he is lazily dragging around in a figure eight. "Yes, I was with you that night on that ridge," she continues. "I let you see as Simon, and I left you that arrow but it was only meant to show you an easier way to Ponyville. I did not know Tyler was out there testing wing designs. You found him all on your own. That was a most fortuitous occurrence for the both of you. After I left you in the forest where I sheltered you from the rain, did you and Tyler have a nice walk back to town?"

Mist looks surprised and says, "You even made sure Tyler would find me. You have been helping me all along." Luna says nothing, only quietly nods her head.

At this point Tyler cuts in, having found a topic that affected him severely. "Yes, we did have a nice walk back to town, if by nice walk you mean getting your heart ripped out." Luna perks her ears forward and looks to Tyler, a questioning expression on her face. Tyler continues "We got attacked by a large timber wolf. I couldn't get out of my pull cart's harness fast enough to run. Next thing I know Mist launches herself at it to protect me." Tyler goes on to retell the whole story to Luna, emphasizing the part about watching Mist seeming to die at his feet. Luna listens, fascinated, and also happy for Tyler and Mist that they now knew each other more intimately. He had seen her secret and she now does not have to hide it from him.

Tyler finishes the retelling of the whole story up to the point where he and Mist went in to his home at daybreak. He leaves out the part about Mist sneaking into his bed while he slept, and what had happened when he woke up. Some things just didn't need to be retold.

Tyler lays down in the grass, and Mist immediately leaves Luna and lies down beside him. Luna makes herself comfortable opposite them, enjoying such a wonderful and relaxed visit, the warm life energy from Mist's tears still tingling in her. For her it is so nice to feel like just another pony. The pomp and regality of Canterlot often wear thin on her. She likes to work unseen from the shadows. Meetings of state bore her.

"Princess Luna," Mist says in a questioning tone, "You are a dream mare right?"

Before Luna can answer Tyler starts to correct Mist. "No Mist she is a Nightma-..."

Luna, with a sharp look to Tyler, stops him mid word. "Yes I am a dream mare... Go on, Mist." Luna has never heard herself referred to as a dream mare but likes the term. Also it is true she can guide ponies' dreams to influence their behavior, to show them right from wrong. She also isn't above scaring the color out of them to get her point across.

"If I tell you a story and imagine it can you see it as well?" Mist asks . "I want to find out where I come from. I mean before I woke up in the desert. Maybe you could see more than I remember."

"That's is a very unusual idea, Mist. But yes, I believe I could if you close your eyes and concentrate as you tell it."

"Ok then, here I go..." says Mist. Tyler is watching with a dubious look on his face but says nothing.

Luna fires up her magic. A dark iridescent blue glow forms around her horn, then also forms around Noisome Mist's head, sinking Mist in to a partial dream state. Mist begins to tell her first memories, Tyler lying beside her watches with awe and feels a slight pull of sleep in his own mind. His eyes close as well.

Luna, concentrating on Mist, feels the warm energy she received form Mist's tears start to grow. Mist begins to speak and Luna first sees an empty and barren desert. Something brilliant and ice blue is falling from the sky. It comes in so fast, faster than the blink of an eye. It impacts the ground and explodes with tremendous energy. So much so it infuses the very ground with it. In a widening ring of ice blue light Luna sees a green and fertile land. A small mare, blue roan in color lies in the center. The light fades away and the dry barren desert reappears. The blue roan mare fades to a misty white and is lying on top of a mound of stones at the center of a circle of blasted and empty desert land. The center of an impact crater.

Princess Luna hears Mist speaking. "...and that is what I remember." What Luna saw was the moment before Mist awoke in the desert. The sound of Mist's voice combined with Luna's magic had made the instant before Mist awoke visible to Luna. She sits across from Noisome Mist, a sickening realization occurring to her. Mist and Tyler look back at Princess Luna. Tyler is first to speak.

"I saw it. I saw the desert. I saw Mist wake up just like she said. It still makes no sense, though." Luna is aware Mist and Tyler saw what Mist narrated. Only she had seen the moment before. She knew when this event took place. She also knew now that it wasn't a question of where Mist is from but rather a question of when. This friendly lost little mare was ripped from her own time, brought into the present with no personal memories and most likely changed forever, and Luna knows it was her fault.

With tears streaming from her eyes Luna stands and says, "I must go. I have to find out for sure what I saw." She spreads her wings and launches in to the nighttime sky, flying swiftly toward the south, old memories dragging themselves out of her painful past to revisit her in the present.


	13. Revealing A Nightmare

**Part 3. Revealing a Nightmare.**

Mist looks at Tyler, a surprised and confused look on her face. "Why did Princess Luna just leave? And why was she crying?" She asks Tyler, clearly concerned for her friend.

"I don't know, Mist, but there is something you should know about her. She once made some very bad choices."

Tyler proceeds to tell Mist the story of the two sisters.

Princess Celestia, the one who raises the sun every day and watches over Equestria during the daylight hours, and Princess Luna, who raises the moon and possesses the power of the night and all that encompasses, including darkness and fear. "...So you see Mist, Princess Luna is a nightmare. A long time ago, over a thousand years ago, the two sides of her personality were at odds. Each one wanted to be in complete control. The Equestrian Princess Luna, who watched over sleeping ponies with a kind and gentle heart, helping them rest comfortably through the night, and the other, Nightmare Moon who wanted the ponies to rejoice in her night time instead of sleeping through it, leaving her all alone and feeling unappreciated. Sadly, Nightmare Moon won this battle of wills. Princess Luna's kind and gentle personality lost control and was replaced with that of Nightmare Moon's. Nightmare Moon's power of the night, of fear and of darkness led her to challenge her sister for control of the day as well. She wanted to bring about eternal night. This would have been catastrophic for Equestria. In the icy grip of night nothing would grow and everything would eventually freeze and die. Nightmare Moon could not see this and would not listen to her kinder side, Luna, warning her of this. Moon was consumed with power and control. She challenged her sister in battle. Princess Celestia fought Nightmare Moon, all the while begging her to stop. Moon was winning, she holds more raw elemental power than Celestia. It was only a last minute gamble by Princess Celestia that allowed her to defeat Nightmare Moon. Celestia used the elements of harmony combined with her own magic to banish her sister to the moon, stripping her of almost all her powers so she could not return."

Mist sits aside of Tyler, listening to her special somepony tell this tale. "That sounds terrible, to be banished to the moon, all alone." Then she thinks about it and says, "But Tyler, she was just with us. How can she be trapped on the moon?"

"I haven't finished the story yet, so shhh, listen, it's just getting good." Tyler says with an air of intrigue to his voice. "Nightmare Moon/Princess Luna was banished to the moon for a thousand years, and just a few years ago the stars aligned just right to allow her to escape the moon and return to Equestria. She once more challenged her sister, Princess Celestia for control of everything. A thousand years on the moon had not healed her divided heart. Moon was still in control and gentle Luna was trapped, powerless against her angrier personality who still could not see how wrong and misguided she was. Princess Celestia sent six fillies to find the elements of harmony. They did. These six special fillies wielding the elements of harmony stopped Nightmare Moon. I say stopped and not defeated for a reason, because the elements of harmony were wielded by six individual ponies with six distinct personality traits. Nightmare Moon was not stripped of her powers and sent back to the moon. Her two opposing personalities were balanced, becoming one. Nightmare Moon realized how wrong and foolish she had been and that she was Princess Luna.

Princess Luna realized how hurt and alone Nightmare Moon had felt because no pony seemed to appreciate her and that she was Nightmare Moon. Her heart had been healed, and she is now one. I call her Princess Nightmare Moon because she now is able to wield both the powers of Princess Luna with her compassion and caring and the powers of the nightmare, which can be truly terrible. Now for the real secret: Only you, Luna and I know this. I met Luna just a few days after her return in the old ruined castle. I was looking for information in the library about which materials would be good for making wings. I saw her looking sad and lonely in the back of an aisle of books. I went to talk with her, I had no idea who she was so I just treated her like I would want to be treated. She was so happy I wasn't afraid of her. We ended up having a huge heart to heart and have been good friends ever since. She told me all of this story. She is afraid to tell her sister Celestia that she is in possession of all of her own powers as well as those of the nightmare. Don't be afraid of her Mist, she is a good Princess and an even better friend. I wish other ponies could realize this. Most of them just remember Nightmare Moon, and are wary of her.

"I'm not afraid of her Tyler. I love her for what she has done for me. For the friend she is to you. I am now worried for her. I think she saw something when I told my story. What in my story could have made her cry? All I did was wake up in the middle of nowhere." Mist finishes and rests her head on Tyler's neck for comfort, her eyes looking off in to the southern night sky, and she wonders where Luna has gone, not wanting to let her mind think of the barren desert and a mound of rock in the middle of a strange and lifeless circle.


	14. A Nightmare's Fury

**Part 4. A Nightmare's Fury.**

Princess Luna flies south, speeding through the nighttime sky, heading for the desert wastelands. Heading to what she had seen as Mist spoke of her first memory. Heading to the site of an event that happened 1003 years ago, all the while hearing Mist's voice in her memory "I know it was you, I know what you did to me." Mist had been thanking Luna for a great kindness she had done her. Now Luna was thinking of how well those words were going to align in a completely different way. She hoped she was wrong, she prayed she was wrong. Tears streamed back along her neck as she flew swiftly on, still hearing Mist's voice in her memory "I will forever be your friend no matter what," and still feeling that warm energy from the tears Mist had shed on her in joy.

 _Nightmare Moon raged. Furious. She had almost defeated her sister. Princess Celestia was powerful but Nightmare Moon was more so. She should be in Equestria right now, presiding over a new age of eternal night. All the ponies would bow to her alone, but Celestia had used the elements of harmony. Celestia's own power combined with that of the six elements of harmony had stripped her of most of her powers and banished her alone and defeated to the moon. Nightmare Moon looked back toward the world she had lost, hatred filling her heart. Hatred of her sister Princess Celestia. ("Stop Moon, let it go!") a small whisper of Luna's personality pleaded. Nightmare Moon ignored it. She was in control now. Running along the moon's surface the nightmare uses the only power she had left, that of manipulating things with her horn's magic. She lifted stones and threw them with iridescent blue magic in to other stones and watched as they shattered in slow motion. ("Nothing could grow in eternal night. Everything would freeze and die.") "Stop already, Luna, it's too late, I lost. You should be happy." Nightmare Moon shouted in her mind. ("It is the truth. I lost as well. We lost. I must pay for your arrogance as well.")_

 _Seeing a tall lunar mountain Moon ran to it. Scrambling to the top she surveyed her new empire. Barren, bleak and lifeless. The moon was a silent, colorless vista of emptiness. The rage and hatred of Celestia grew as she looked out upon her new prison. "I had just wanted to defeat my sister so the ponies would love and acknowledge me!" ("They would have feared you, why cant you see that?") "I'm fine with fear, just as long as they bow to me. ("You are talking to yourself, you realize that makes you insane?") "Well then so are you Luna..." ("Look at what your foolish wants cost us.") Nightmare Moon looked back up to see a beautiful blue-green world, so far away and out of reach. She could tell the exact spot where the now ruined castle of the two sisters stood. She looked with dragon-like eyes and imagined Celestia there, recovering from the battle, attended by all the court's royal ponies. "As long as Celestia lives and holds the elements of harmony we shall be trapped here," Moon thought to herself. While watching the blue-green plant with hate and fury filled eyes a movement caught the corner of her vision. A brilliant ice blue comet was passing by the moon, making its way in it's swift and silent orbit of Celestia's sun. Nightmare Moon's eyes narrowed and she smiled. "I cant leave the moon," she thought."I don't have all my powers but I can reach out and change the path of that comet. I'll send it right down, crashing into the castle. The blast will kill Celestia and with her death the elements of harmony will release my powers back to me. Ah ha ha, I haven't finished this fight yet." Nightmare moon thought to herself. ("No Moon, that's our sister!") the quiet voice of Luna pleaded. "Who banished us to the moon!" ("You gave her no choice.") "And now she gives me none!" Moon shouted once more in her mind at the nagging voice of her kinder and more compassionate personality. ("Stop please. Don't do this!") Nightmare Moon ignored her quiet and gentle voice of reason. She fired up the last of her horn's magic, brilliant iridescent blue energy flared around it. ("No. Please, you will kill hundreds of ponies!") Luna's words went unheeded._

 _Nightmare Moon concentrated and directed her force around the comet. She pulled, changing it's trajectory, sending it on a path that would cause it to fall directly onto the castle. She felt her power draining, somehow being drawn from her by the comet. Still she concentrated until she was sure of making a direct hit. Luna watched, also feeling the power failing, being drawn in by the comet. It was physically drawing her power from her. Nightmare Moon tried to fight the draw to no avail, her power failing. Luna waited, feeling this as well. She couldn't stop the comet from hitting the planet, but she could hope to ruin Moon's aim. Just before the brilliant ice blue comet drained her of the last of her magic Luna pushed with one last effort. The magic was all gone, Nightmare Moon was now no longer a threat to anypony. Luna had pushed the comet enough to send it harmlessly crashing in to the southern desert wastelands of Equestria. Nightmare Moon watched as the comet began to drift off target. A fury built in her and she screamed in her mind. "YOU FOOL, LUNA!" She paused, containing her rage "You have doomed us. We are now trapped here." ("Yes, But I saved our sister Princess Celestia and hundreds of innocent ponies. Now you will have to let it go.")_

 _Somewhere in the southern desert wastelands of Equestria, 1003 years ago, a brilliant ice blue comet came falling from the sky. Fast and hard it impacted into the ground. Sizzling and crackling with immense energy, it exploded on contact, blasting an odd circular impact crater that infused the very ground with it's energy. It blasted a hole through time 25,000 years into the past where on that very spot a brave but dying mare was also infused with it's energy. She was healed and pulled back through time and left in a desert wasteland, stripped of her personal memories and forever changed._


	15. Haunting Ponyville

**Part 5. Haunting ponyville**

It has been two nights since Princess Luna had left Tyler and Mist on the hill. Mist still worried about Luna, but Tyler reassured her that Luna would be fine. Mist had started to go out late at night and tidy up things around town. She was learning the lay of the land around Ponyville. To Tyler it was uncanny how at ease she was outdoors.

It is early evening and the sun has just set. There is a knock at the door, and when Tyler opens it he is greeted with the bright and cheery face of Ditzy Do. In her teeth she holds a large canvas bag. "Ditzy!" shouts Mist as she rushes to greet her, purposely rubbing against Tyler as she passes him. Tyler rolls his eyes and smiles. It had only been two days and nights and he was discovering being a special somepony was a hoofs on type of thing. He is getting used to it, liking it even. Mist is a contact kind of pony-well when she is solid anyway.

Mist hugs the grey pegasus around the neck and nudges her quickly in to the living room. Tyler joins them. "Look, I brought the book I told you about!" Ditzy says as she puts the canvas bag down on a low table. Tyler uses his magic to remove a large and very old looking book from it. "See, isn't it great? My mother told me it was very old and magic. She said it has a spell on it so it wont get old and fall apart." Ditzy says. Tyler looks it over. It is not so much a book but a field sketch pad bound in some kind of heavy oil cloth and fastened shut with a strap and brass clasp.

"Ditzy, this must be very old indeed," he says. "I have never seen anything like it."

"I know, that's why I love it," she says. Tyler opens the brass clasp and unfolds the pad on the table. Written in old script on the first page is a short introduction.

 _The Forgotten Ponies of Ice Age Equestria. My exploration in to the southern desert canyon lands. By Kore Tillenghast._

 _In these pages you will find my account of my travels in this barren and forgotten corner of Equestria. I have provided_

 _sketches of primitive art work I encountered in the caves and my thoughts on the ponies that once lived here. Enjoy and_

 _learn, dear reader. K. Tillenghast._

Tyler looks at the date and then back to Ditzy with a surprised expression. "Ditzy this book is hoof-made and is 1007 years old! That is, if the date is correct. This belongs in the Canterlot museum."

"What fun would that be?" Ditzy says. "I couldn't look at it there, they would lock it up under glass."

The three ponies spend a good part of the night going through the old sketch pad. Tyler reads all the text under the beautifully sketched and colored images. Ditzy corrects him if he misses or leaves out a word. She knows all of it by heart without looking at it. At one point Mist stops Tyler. "Look," she says, "this drawing, I know this one. It was in the cave I often rested in. How could I have not seen somepony exploring the caves? I was there a long time."

"Maybe he explored them long before you woke up," says Tyler. "This book is over a thousand years old." Mist settles and Tyler continues with turning the pages, reading the descriptions. The last page is turned and on it is a sketch of a really well drawn pony. It has all the same markings of Noisome Mist including the long hairs under her jaw and down her neck. Under the image it says:

 _This was the finest image I found of all the cave art. Wouldn't it be nice to meet one of these unique ponies and hear their story?_

At this Mist quietly says, "But I don't remember anything. I can't tell my story."

Ditzy sees her sadness and speaks up "Your story is here with us, Mist. Don't be sad, that's all ancient history. Here and now is where we are and here and now is the story we make it. You are part of our story now." Ditzy is sitting to Mist's right and Tyler is sitting on her left. They both lean into her and hug her around the shoulders. Mist is warmed and satisfied by this, and her sadness fades.

Ditzy asks Mist, "So did you do any thing interesting the last few days?"

To get her mind off the past and bring her back to the present, Mist says, "I accidentally scared a little filly in an apple forest."

"How did you do that?" asks Ditzy. "You're not scary looking, you are a pretty pony." Tyler is worriedly looking at Mist. He holds up a hoof to his lips trying to warn Mist she is about to let slip her secret.

Mist smiles at Tyler and says "I know,... But Ditzy is a friend and she should know. I trust her."

"Know what, Mist?" asks Ditzy. Mist gets up off the couch and stands sideways to Ditzy and Tyler.

"I don't want to hide anything from a friend. Tyler knows and so does Princess Luna and they are both my friends. Ditzy, you are my friend also, I love that you shared your treasured book with me so I will share this with you. Please don't be frightened." Mist says as she concentrates and her bluish solid form fades to a misty translucent white. "Ooooh wow..." Ditzy says, amazed. "You have a magic ability? I never saw an earth pony with magic!"

Mist is stunned. Not only is Ditzy not frightened, she called it a magic ability. Mist has never considered it a magic ability. She had thought of it as a curse. "I can only do this at night with a lot of concentration and it tires me quickly." She releases her concentration and her bluish hue returns as she becomes solid once more. "During the day the sun fades me away like that, and I have no choice. While I'm like that I'm dangerous. I can draw life from living things."

Ditzy looks unconvinced. She looks over at Tyler who rolls his eyes up and shrugs his shoulders. It hadn't harmed him to touch her when she was like that, so he could neither confirm or deny Mist's statement. He did know her tears healed and restored lost horns but Luna's promise made him keep silent about that. That was one promise he iss beginning to regret. Mist is so open and honest with her friends and he iss keeping a secret from her. He hates it.

Ditzy says, "That's just silly, I don't think you would hurt anypony, you're so nice."

"I don't want to but it happens if they come into contact with me while I'm not solid." Mist informs Ditzy. "That's why Tyler told you to only come at night. So you would be safe."

"Well, what about Tyler?" Inquires Ditzy. "He is with you all the time. He never accidentally touched you when you were misty?"

"Only once," Mist answers.

"AND?" asks Ditzy. "Well...nothing seemed to happen," Mist says. "But I think he was a very lucky pony. I could have harmed him." She finishes her statement with a sever and warning look at Tyler.

Tyler doesn't like where this is going. He quickly changes the subject. "So, Mist. How did you scare the filly at the apple farm?"

"Hey yeah," Ditzy says. "You were going to tell us."

"Well I want to learn my way around Ponyville and if i go out at midday with bright sun nopony notices me. I'm almost invisible, just a shimmering image like heat rising off of the hot rocks in the desert. I was in a large apple tree forest. I wish I could have smelled the trees but I cant when I'm not solid. I was amazed how they all grew in rows. As I walked toward a barn keeping in the middle of the row I saw a little yellow filly with a red mane and tail picking up apples and putting them in baskets. I got closer to watch her and I don't know why but as I watched her tears were starting to fill my eyes. She had just filled a basket and was looking in my direction when some pegasus pony with a colorful mane and tail pushed a cloud by blocking the sun. As the shadow fell on me I became my misty translucent self. The filly's eyes went wide looking right at me."

"Wow..." says Ditzy "What did you do to scare her?"

"I don't know," says Mist "All I did was smile and wave a hoof at her. She screamed and ran off toward the barn calling for somepony named Applejack and Big Mac. I ran out of the shadow and came back here, but I think the pegasus pony saw me too." At this point Mist stops and looks at Tyler who is trying his best not to smile and is choking back laughter. "OK Tyler, That was not funny. She was really scared." Mist says looking sternly at him. Tyler can't hold back any longer and cracks up in a kind of ironic, amused laughter. "AH ha ha ha!"

Mist flattens her ears at him and looks to Ditzy for backup. She sees that Ditzy is wearing half a smile and looking amused as well. "Hey! It wasn't funny!" Mist exclaims.

Tyler wipes a happy tear from his eye with a foreleg and says, "Oh yes it is. That little filly you scared is Apple Bloom, the founding member of the cutie mark crusaders and I wouldn't say you frightened her as much as surprised her. I can guarantee you that her and the other two members of the CMC, Scootaloo and Sweetie Belle, will now be trying to earn their cutie marks as ghost hunters." Tyler stops as a fit of laughter comes over him once again. He composes himself and hugs Mist. "Those three are tenacious when they set their sights on something, and now they will be hunting for you, Mist. Don't worry though, they are good sweet fillies, they're harmless. The pegasus on the other hoof is a concern."

Tyler becomes a little more serious. "Was she a blue filly with all the colors of the rainbow in her mane and tail?"

"Yes..." Mist says cautiously. Tyler looks at Ditzy and they both share a knowing smile.

"Her name is Rainbow Dash, and when she is flying she sees everything. She will also be looking for you now, and she is stubbornly persistent." Tyler releases Mist from his hug. Mist was enjoying that hug and looks at him with a wounded expression.

"It still wasn't funny," she says.

"Don't worry Mist" Tyler says "You just have to be more cautious. You have only been here in Ponyville a short time and already you have the CMC and Rainbow Dash looking for you. Maybe you will just have to practice more on how to move about Ponyville undetected."

"Yeah," says Ditzy. "And I can listen to the talk around town, and tell you if are being noticed and causing a stir."

The rest of the evening went by in warm friendship and small talk. When Ditzy Do left and Tyler went to bed, Mist left the house and went out to the apple farm. She went to smell the aromas of the trees and apples. While she was there she filled some baskets with apples and left them at the big red barn. Feeling satisfied with her good deed, she returned to Tyler's home and quietly and gently joined him in bed. She lay her head on the pillow and snuggled her back up against Tyler's and contentedly drifted off to sleep.

A pattern was formed for Mist and Tyler. Tyler worked in his shop during the days, drawing up the plans for his new and improved wings, fixing broken things for the town ponies and teaching Mist to read and write. At noon on bright clear days Mist would go out and roam Ponyville unseen, learning places and the ponies of town as well. At night while Tyler slept Mist would go out for a few hours and put things around town in order or go out to the apple farm and do some of the chores that always seemed to be waiting to be done. In the morning Tyler always found Mist in bed with him, a warm and gentle special somepony he was beginning to feel at one with. In this way the days passed until the time had arrived for Tyler to leave and go meet Raziel the gryphon and get what he needed to make his special set of wings.

He had thought long and deep about what to bring to trade for the supplies. Raziel had said something of great magical properties. Always he came back to his horn. Not the one on his head, but the one that had been broken off in his crash. He was sure it still held magic and Raziel would know how to make use of it. He did not really want to part with it but it was kind of creepy having it as well. He made up his mind - he would trade it. Flying meant more to him and flying safely was worth more than a broken-off horn. He just hoped it would be enough. He had one last thing to sweeten the deal and he would only play that card if absolutely necessary.

He had had Mist sing her lullaby and as she sang and her tears flowed he collected them in a small glass vial using his magic. A small heart shaped glass vial that was protected by silver banding and sealed with a silver cap. "Why do you want my tears?" Mist had asked him. He did not want to lie to her and he still had to keep his promise to Princess Luna so he told part of the truth.

"Because they are very special to me and having them with me will keep a part of you with me on my trip." It wasn't a lie and Tyler would not part with them unless absolutely necessary. After filling the vial and capping it he somehow realized it was more valuable to him than his old horn.

The day has arrived. Tyler is taking the morning train north. He is also taking his pull-cart so he could bring back his materials if all goes well.

The night before he had had a heart to heart with Noisome Mist and promised he would be careful and safe. She had surprised him by not getting too upset with him for leaving her. "Tyler," she had said "I know how important flying is to you and I know I can't go with you. I will be OK while you are gone. It's just 10 days and Ditzy said she would visit me. I will miss you but I know the vial of my tears will keep you thinking of me as you travel. It lifts my heart to know you have a part of me with you." She had put on a good show of being strong for him but he could see her sadness. It was hard for him as well. He felt his heart breaking for her.

"I will be back and then we can be together for good," he had told her as he looked into her eyes. A warm and expanding feeling had filled his chest and with a small hesitation he had said, "Noisome Mist, I...I..I love you, my special somepony." That had done it. Mist grabbed him in a powerful hug and held him tight for a long time not making a sound but the warm pleasant energy radiating through his neck let him know she was crying on him. It was clear to him that she loved him as well. So much so that she was willing to let him go and follow his passion of flight, to make a deal that would allow him to fly to the best of his ability and to do it safely.

Mist watched Tyler walk off pulling his cart. She wished she could go with him but she was unwilling to put other ponies at peril with her day-time form. She felt better about him as she watched the silver banded heart shaped vial gently bounce against his chest as he walked, gently bouncing aside of a white patch of hair where a tree branch had almost ended his life. He had hung the heart shaped vial around his neck on a silver chain just before leaving, saying to Mist, "Your heart travels with me," and he had kissed her on the cheek.

Mist still felt that kiss, his first for her as she watched him walk to town.


	16. The Return of A Nightmare?

**Part 6. The return of a Nightmare?**

Princess Luna spent a week wandering in the desert wastelands. She searched out caves in the canyon lands looking for cave art. She wanted to see ice age Equestria. She wanted to have a feel for the ponies that had lived during that time. By finding the cave art and studying the images she was beginning to understand Noisome Mist a bit better. She saw images of ponies together as families. She saw images of ponies playing happily together. She saw images the ponies made of the things they saw in the world around them. All the images had a joyous and loving feel to them. These ponies were family orientated and knew how to fit into the world they lived in. Luna can see that Mist retains all these traits. She may not have memories from her past, but she was still the same pony she must have been.

Luna's investigations are also a stalling tactic. She is avoiding going back to Canterlot and talking with her sister. She has decided to fill Celestia in on all her secrets. In an indirect way, Noisome Mist has made Luna decide to do this. Luna has seen how open and honest Mist is and how good this makes her feel. Luna loves her sister Celestia and suffers with the memories of what she had done while under the control of her darker self, Nightmare Moon. Luna doesn't know why she had suffered with a divided heart and conflicting personalities, but she does know that she is healed and united as one with herself now. This understanding all came about because Noisome Mist had set an example of what honesty could do. Luna does not want to hide anything from her sister any longer. A sad and lonely pony from the past that Luna was responsible for is now her guide in being sisterly. Mist is why Luna is going to consult with Celestia. Mist is the reason Luna is going to be completely honest with Celestia, and in the end Luna hopes she can bring happiness to Mist with a final revelation.

So many things can go wrong and this is what is causing Luna to delay her return to Canterlot. She is afraid things could spiral out of control, that in the end she could not be able to make amends for the wrongs she had caused over one thousand years ago.

A spark ignites in Luna's resolve, then it bursts into a strengthening flame and she says firmly and loudly, "I am a powerful and dangerous nightmare. I do not belong lost in self doubt! If I have learned anything it is that friendship is magic and love is the power behind it." She walks out of a cave into the bright and burning heat and flares her wings open wide. "I am going to Canterlot and I will speak with my sister. I have to trust in honesty." With that said she gives a running leap into the air and with mighty thrusts of her iridescent black wings the nightmare flies north toward Canterlot.

Luna's flight back was much faster. Upon leaving the cave she had transformed into her nightmare form. Her midnight blue color changed to iridescent black, her eyes shifting to the teal colored eyes of a dragon while her mouth filled with pointed teeth. She was the exact form of Nightmare Moon only without the silver armor. This form was larger than her form as Luna, and also much more powerful. Flying with the powerful form of the nightmare Luna arrived over Ponyville late that evening. As she silently glides over town she notices Noisome Mist picking up litter from the grounds around the park pavilion. "What a good pony," she thinks. "She just wants to belong and be accepted but is afraid of harming other ponies unintentionally. She is helping others unseen as a way to feel like a member of town." Luna struggles with the urge to go down and talk with her. She had left Tyler and Mist on the hill suddenly and with no explanation just over a week ago. She should let her know she is all right. "NO!" she thinks firmly. She forces herself not to go down and visit Mist. "I have to settle things with Celestia first. I need her advice. I will know better what to say to Mist once I speak with my sister."

Luna sheds her nightmare form as she leaves Ponyville. She flies to Canterlot and lands on the balcony of the tallest tower of the castle. It is here that she and her sister usually raise and lower the moon and sun from. She lies down and rests, waiting to lower the moon. Waiting for her sister to come and raise the sun.

"Ah..hem. Luna, could you um... you know." Luna snaps awake. She had drifted off to sleep and Celestia is standing beside her, gesturing up at the moon with her eyes and horn. "It's time for a new day to dawn."

Luna thinks to herself, _Oh colt! You have no idea how true that statement is..._ as she gets to her hooves and concentrates her magic on lowering the moon as Celestia starts the sun on its daily arc across the Equestrian sky.

"Where have you been Luna? I haven't seen you in over a week," Celestia says, kindness and concern evident in the tone of her voice.

"Following a trail of sadness backward in time," Luna says in a broken and hushed voice. Celestia looks at her sister and sees her teal colored eyes look glassy with apprehension and sadness. "Celestia I need to _show_ you something. I also need to have your advice."

"Of course sister, I always have an ear for you."

"In the great hall, alone and secure. Just the two of us, OK?" Luna says.

"At once," Celestia answers. She has never had her sister come to her like this, so open and asking advice. She feels something serious is troubling Luna. It has only been just over three years since she returned from her 1000 year banishment on the moon. She had returned as Nightmare Moon to resume the battle for control of Equestria but Celestia had had six fillies find and use the elements of harmony to rid Luna of the influence of Nightmare Moon. If something is troubling Luna enough for her to ask for advice Celestia knows it is serious.

"OK, let us go to the great hall. You will have my undivided attention." The two alicorn Princesses leave the balcony of the tower walking side by side, Celestia the larger white alicorn with the flowing mane and tail of pastel rainbow colors puts her wing over the smaller midnight blue alicorn and gathers her in close in a sisterly hug of affection.

They enter the great hall and Celestia clears it of all castle ponies. "My sister and I are not to be disturbed," Celestia tells them as they pass through the huge double door. "No matter what," she adds as the last attendant pony passes out the door and Celestia closes it.

Luna fires up her magic and with it she secures the door as well as the storm shutters on the large windows lining the walls of the great hall. Celestia looks at Luna with a curious tilt to her head. "Why all the extra security Luna?" she asks. Luna looks back at her as if lost in deep thought or contemplation. Celestia feels a small chill tickle down her spine. With the storm shutters closed the room is now filled with a flat filtered light instead of the bright morning sun, Luna still looking at Celestia, then closes her eyes. She takes a deep breath and lets it out slowly calming herself.

"Because, this is for you only, sister."

Luna opens her eyes. They are filled with the silvery ethereal light of the moon. As this happens she grows in size to match her sister and turns an iridescent black. The light fades from her eyes revealing teal dragon eyes. She smiles at Celestia showing pointed teeth and spreads her wings wide. "TA DA!" The nightmare says.

Fear flashes through Princess Celestia as she sees Luna transform in to Nightmare Moon. All doubts are erased as the glow from her eyes fade and she smiles revealing a mouth full of pointed teeth. Her dragon like eyes still glow slightly as she repeats, "TA DA!"

"NO!" Celestia shouts "Nightmare Moon, not again!" She lowers her horn and sends a powerful blast at the nightmare. An iridescent shadow wall instantly forms and absorbs the blast. Celestia moves quickly trying to avoid an anticipated return of fire. She sprints to a new location and fires once more putting almost all her effort in to the shot. She almost lost against Moon the last two times they fought. She was taking no chances this time. She has no backup now. No elements of harmony. No six special fillies to help her. Again a shadow wall appears and absorbs her shot. None of the energy even touches the nightmare.

"TIA! STOP!" Celestia scrambles out of the way of a return shot that never happens. Luna's plea go unheard. Celestia mind is racing with thoughts. _Moon must have been gathering her strength while she cunningly planed this revenge for three years!_

Luna uses her dream mare ability and calls out directly in to Celestia's mind. _TIA!..STOP IT'S ME!_ Celestia's mind still racing, her thoughts continue.

 _Was that voice in my head? or am I hearing it?_ she wonders, then ignores it She has to stop Nightmare Moon. She runs for cover while firing another shot at the black alicorn of the moon.

Luna is surprised at her sister. She is reacting to a one sided battle. So far Luna has managed to absorb Celestia's powerful shots so as not to destroy the great hall but that last one really stings. She has to bring Celestia back to her senses, so using the power of the nightmare she forms an iridescent black wave of cloth and binds it tightly around Celestia, then with much concentration she seals Celestias horn in midnight blue magic that only gets stronger if Celestia used her magic to try and remove it.

Celestia now bound and unable to use her magic watches as the nightmare walks up to her. She us smiling showing her pointed teeth. Her teal colored dragon eyes look strangely concerned, worried even. "Tia it's me, Luna. I am so sorry. I could have handled this better, I guess. I told you I wanted to _show_ you something." Celestia notices for the first time that the nightmare is not wearing any armor. She isn't wearing any armor, she had easily absorbed all the shots Celestia had fired at her and had never retaliated. This is not Nightmare Moon.

"Who are you?" Celestia asks.

"Don't be silly," Luna says. "I'm your sister, Luna, or if you prefer since I know you like Royal titles, Princess Nightmare Luna," she finishes with a toothy smile. "Now if you promise no to attack me again I'll let you up. I need your advice."

"I'm sorry, Luna. I..." Celestia starts to say.

"No need to get all warm and fuzzy, Tia. We both can make mistakes. I know that all too well. Here is one you made just now, And I'll tell you another. When you had the six special fillies find and use the elements of harmony against me three years ago you did not rid me of Nightmare moon. You couldn't. I am Nightmare moon as much as I am Luna. You cant have one without the other. What was wrong with me, and I don't know how it happened, is that I had a divided heart and this set up conflicting personalities within me. When you first banished me to the moon over a thousand years ago it did nothing to heal me. When you had six special fillies use the elements of harmony against me three years ago you did not get rid of the nightmare. Because the six mares all had unique personality traits that merged in to the power of the elements my divided heart was healed, uniting my conflicting personalities. I am now one and I wield the powers of both the kind and compassionate Princess Luna and the powerful and dangerous nightmare. I have no desire to rule. I like to work more in the background. Closer to the average ponies. But know this, sister, I will always be here for you should you need me and I will bring all my power to bear should you require it to defend the ponies of Equestria."

Now Celestias eyes have become glossy. She has her sister back, she has Princess Luna back for real and whole. She feels the force binding her vanish as well as the force canceling her magic. She gets up and hugs Luna long and tightly. Celestia finally releases the nightmare and steps back looking at the iridescent black alicorn with pointed teeth and dragon eyes. "Luna, you were right to keep this private. It's best no pony else knows about this. You can be my secret plan 'B' should we ever need you," Celestia says with a smile. She is so happy to have her sister stand with her once more ,united for all of Equestria.

They hug once more, tears of happiness in their eyes. For such a long time they had been at odds. Then for three years they had had a kind of working relationship, but now they were full sisters once again. No secrets between them. "Tia," Luna says, "Now I need your advice on matters of the heart. I'll tell you the whole story."

Luna starts her story with her and Tyler meeting in the ruined library of the old castle shortly after she was healed by the elements of harmony. She tells her of how Nightmare Moon had attempted to kill Celestia from the moon with a comet, and how she prevented it by sending it off course to fall out in the desert wastelands. How that action brought an ice age pony from 25,000 years ago in the past to modern Equestria and how it had changed her. She ends with, "So I found that Mist's son is still there at the impact site and in perfect condition. I think she could restore his life, and in a small way I would have made some amends for the wrong I set in motion over a thousand years ago, but if I am wrong there will be a lot of hearts will break. What should I do, sister?"

Princess Celestia looks thoughtfully at Luna and says, "I will let you know after I think on it for a while. There is something to be said for patience. For now we should just wait." She pauses looking at Luna in a whole new perspective. A single tear gathers in her eye as she says, "I am also to blame. I banished you to the moon for a thousand years. I am so sorry for that, I did not know what else to do."

She turns and stands side by side with Princess Nightmare Luna and says "Well sister, your Noisome Mist has brought us back together. I would like to meet her some time. We will just have to decide when. Let us go, I still have royal duties you know, and you might want to change back before I open the door. Best to keep plan 'B' an ace in the hole to be played only when all else fails," She says as Luna returns to her midnight blue alicorn form and gives Celestia a conspiring wink.

As the door opens two guards rush in. "Princesses is everything all right?" one asks. "We heard the sounds of a battle."

Celestia looks warmly at the two guards. "Yes sergeant. My sister and I were just practicing some new forms of defense. I am quite sure Equestria is much safer now." She looks to Luna with a smile and Luna returns the same knowing smile.


	17. Phantom Mare

**Phantom Mare**

Mist still feels Tyler's kiss on her cheek. He had left only two hours ago but she is already missing him. His home is comfortable and inviting as always, but now it also feels empty. "Grrr," Mist growls in annoyance. "Tyler you kissed me and left. I could kick you for that, you big tease." She swishes her tail in aggravation, then thinking on it she lets the irritation go and softens with a sigh. "No. Tyler, you are no tease. I know how difficult showing affection is for you. That kiss must have terrified you. Thank you for the kiss," she says softly to herself as she brings her hoof up to her cheek.

Everywhere she looks there are things she could have occupied herself with, but the sun had come up just after Tyler left and she was faded to immaterial. Outside she sees pegasus ponies moving fat, dark rain clouds around. If it is going to rain she will definitely be staying in. She shudders at the thought of being caught in another daytime rain storm. One tickle fest had been enough for her. She sighs and passes through the closed door to Tyler's bedroom where it is dark. She becomes solid and climbs onto the bed. The scent of fresh hay warms her heart, it's Tyler's scent, and it still lingers on the soft sheets. She relaxes and thinks back over the last couple of weeks. Tyler had been right. Apple bloom, the filly she had scared was now trying to hunt down the 'phantom mare' she had seen. She also had enlisted the other two members of her club to help. A pegasus pony named Scootaloo and a unicorn filly named Sweetie Bell.

At first she did her best to avoid them but after a couple days she saw how much fun they were having, so Mist began to make a game of it. Every so often Mist put herself into a shadow where she would be seen by the little fillies. They would squeal with excitement and run toward her, at which point she would run off and disappear into the bright sunlight. The three members of the cutie mark crusaders would then spend the rest of the day searching the apple farm for the 'phantom mare'.

Lying on the bed Mist enjoys her thoughts. Even though she knew during those weeks that Tyler would eventually be leaving the three fillies had provided a happy distraction for her. She loved to watch them romp and play on their little adventures. She wonders why her eyes started to fill with tears as she watched them. She cannot not tell if they were tears of joy or tears of some forgotten sorrow. "Maybe in my past, I had a daughter," she thinks, "or maybe a son. The lullaby mentions a son and it makes my cry when I sing it. I wish I had memories of my past." She hugs Tyler's pillow close to her with her forelegs as thunder from outside announces the rains arrival. She drifts off to sleep to the sound of rain dancing on the roof.

* * *

Rainbow Dash has just finished moving the last rain cloud into position and is done with her work for the day. The blue pegasus filly with the rainbow colored mane and tail rubs her hooves together in self-satisfaction. "Now it's time to meet A.J. and Twilight at the farm," she says confidently to herself/ "We'll get to the bottom of this 'phantom mare' that the CMC fillies have been hunting the last couple of weeks. I bet it's also connected to all the little chores that get done at night around town. Something fishy is going on and I'm gonna to get to the bottom of it!" She says as she speeds toward the apple farm.

* * *

Twilight Sparkle walks into Applejack's big red barn. The interior is cooler than outside and the rain has just started. "Well howdy Twilight!" she hears. "Um...Sugarcube, you don't look so hot," the familiar voice of Applejack continues. "Are you OK?"

"Oh hey, A.J, I have one of those nasty summer head colds I just can't get rid of. I even tried to use a banishment spell on the germs. No luck. I guess I just have to let it run it's course." Twilight smiles with a hint of resignation on her face. She walks over to Applejack and plops down on a bale of hay opposite her. "Ugh. Why is R.D. so fixated on this whole 'phantom mare' thing anyway? It's just the CMC's latest obsessive way of trying to earn their cutie marks." Twilight's exasperation is evident in her tone of voice. "Also, why does Dash want me in on this whole silly business anyway?"

"Well because, Fluttershy is way too timid for hunting ghosts at night. Pinkie Pie would most likely give away our plan, mind you not on purpose. Pinkie Pie is, well you know, Pinkie Pie and she said Rarity needs her beauty sleep. Looks like it's you and me because we're the two most level-headed ponies."

"Level-headed ponies hunting some imaginary 'phantom mare'. PFFFT, yeah that sounds completely sensible!"

"Hey Twilight, I know it sounds crazy," Applejack says. "But Apple Bloom and her friends insist it's true. I kind of have to believe them. They've been at it for more than two weeks. They usually get bored with imaginary stuff after a few days. Also strange things have been going on at night. I find chores done and things put away or picked up in the morning and none of my family admits to doing it. Apple Bloom says it's the 'phantom mare'." Unseen by Twilight and A.J. Rainbow Dash has arrived and entered through the open door of the hay loft. She quietly listens to the two of them talk from the shadowy heights of the loft, waiting for the right moment to drop down and surprise them. She chuckles mischievously to herself.

"If somepony is helping out with chores-" Twilight says.

"Some 'phantom mare',"A.J. says, cutting in."

OK, some _phantom_ pony..." Twilight continues. "Whats the big deal? Sounds like free help to me." At this point Twilight pauses looking at Applejack, waiting for a reply. Suddenly Rainbow Dash drops down between them from the hay loft above.

"HA!" she exclaims, surprising both Twilight and Applejack who tip backwards off their hay bales. "Gee you two are jumpy." Dash says as she rolls on the floor laughing. Twilight and A.J. return to their hay bales giving Rainbow Dash unamused stares. "OK, look, you two," R.D. begins. "I don't care if this 'phantom mare' is helping out. She is creepy and who knows what she really wants. She may want to haunt you so much you get scared off the farm. Anyway, I've seen her. Once when she scared Apple bloom in the orchard and once in town at night. She vanished into the sunshine in the apple orchard and at night she looks different but it's the same mare, I know it."

"Hey Dash," says Twilight. "Why don't you just go up to her and say HI?"

"Geeze Twilight, isn't it obvious?" Dash retorts. "She doesn't let anypony get close. So I have a plan and I need you and A.J. to help. I have it all set up. The rain ends at 5PM and tonight is a clear night with a full moon. If she takes the bait we will get our answers tonight."

"Um, R.D." says Applejack. " This plan of yours. What is it?"

"Ah ha ha ha!" laughs Rainbow Dash. "Meet me here tonight at sundown and I'll tell you. This can't fail because, you know, I'm so awesome!"

"Well OK," says Applejack. "But I have a bad feeling about this."

Dash looks to Twilight who hangs her head and sighs. "Fine...I'll be here, too," she says, her head aching and stuffy with a cold, "but I still think this is just an adventure made up by Apple Bloom and you two are falling for it." Twilight finishes and forms an umbrella of magic and heads home, hoping to get some rest before tonight's activities.

Mist awakens at six pm in a melancholy mood. Tyler is gone and she is trying not to dwell on that fact. She thinks back to just a few days ago:

 _She had been at Sweet Apple Acres and had followed Scootaloo, Sweetie Bell and Apple Bloom unseen to their clubhouse. There she listened in on their meeting. They had talked about the 'phantom mare' and how cool she was. They had taken a vote to no longer try to hunt for her._

 _"I think she's nice," Sweetie Bell the unicorn filly had said._

 _"I think she's shy," said Scootaloo the pegasus filly._

 _"No," said Apple Bloom. "I think she's sad, we should try to make friends with her." They had all agreed. This had made Mist cry. If only she could be friends with them but she would not put them in danger. She could not take the risk that she might harm them. She decided to let them know that they had made her happy, though. So that night she went back to the apple farm and went to their clubhouse. Under the silvery light of the moon, she entered. Taking a piece of chalk in her teeth she began to draw on their large chalk board. As she worked old instincts began to come back to life and she let them guide her movements. She made lines and curves and arcs. She made shading by smoothing lines with her nose. She worked in a dream like state for an hour thinking how surprised the filly's of the CMC would be when they found her gift to them._

 _When she was done she stepped back to view her work. The moonlight came through a window and illuminated the chalk board with it's new ghostly white mural. Mist stood in disbelief in what she saw, at what she had created. She had drawn herself in an apple orchard smiling at three little fillies, a single tear running down from her eye. It was beautifully done and well-shaded for only having white chalk to work with. A realization hit her. It was cave art._

 _"I was one of the ponies that made the images on the cave walls," she breathlessly said to herself. "I can't remember it but my body does-my emotions remember." She was overjoyed. She had made a gift for three good fillies and also had discovered a part of her past._

Mist has dispelled her melancholy mood, and gets up out of Tyler's bed and pushes the door open. The late day sunlight fades her to immaterial. She sees the sun out, but lowering. The sky is clear and Tyler's calendar notes a full moon tonight. "I'm going to Sweet Apple Acres tonight," she says happily. "There is always something to be done there and I love to help the Apple family. If only I wasn't a danger I know we could be friends."

* * *

Tyler sits in the coach on the train heading north. He has been traveling all day and is bored already. He thinks about meeting Raziel and hopes his horn will be good enough for the trade. His thoughts drift back to a few nights ago:

 _It was late and usually Mist's return did not wake him. She was simply there beside him in the mornings, but this night she didn't wake him. She had climbed into bed and snuggled her back against his and when she did a surge of ticklish energy flooded through him, waking him with the feeling of butterflies in his chest. Tyler remembers the conversation as he sits daydreaming on the train north._

 _"Hey Mist, what's up? I can feel your happiness!" he had said._

 _"Oh, you can?" she had replied, surprised. "Well I left a gift for the fillies out at the apple farm. I know they will find it, it's in their clubhouse. They will love it and won't be hunting for me anymore."_

 _"You know, you should just talk to them."_

 _"They are asleep at night when I'm safe, and I wont endanger them with my daytime form. So I will be their phantom friend. What I am happy about is I remembered something from my past, well my body did, anyway. Tyler..." she paused. "Some of that cave art we saw in Ditzy's book... I did a long time ago." Tyler had felt a fresh jolt of happiness surge through him._

"Hey pony boy, wake up!"

Tyler is snapped out of his daydream. The train is stopped and a grumpy conductor is shaking his shoulder. "Last stop for this train. You have to switch trains to go further north. Your cart and supplies beat you to it while you slept. Hurry along now and have a nice trip." Tyler switches trains and the boring ride starts all over again. He wishes Mist were here as he holds up the silver-banded heart shaped vial of her tears.

* * *

It's late evening and Mist is using a flying pace to travel to the apple farm. The speed and rhythm of the gait matches the thrill of her happy thoughts. She always feels good when she is solid and being helpful. The full moon is extra bright tonight after the day's rain. The air is warm and full of the wonderful scents of summer, the kinds of scents you only get after a rainy day: heady earthy scents, growing plants and rich soil.

She reaches the apple farm and wanders around looking for something to do. All looks fine until she sees a wagon in the middle of an open field. Around it are scattered a bunch of baskets. "Ah-ha!" She says. "I bet the wind knocked those baskets off the wagon and scattered them around. I'll stack them neatly back on the wagon."

Mist starts to pick up the baskets and stack them together when she hears "NOW!" and three ponies pop up from concealed holes in the field and run toward her. She is caught by surprise and out in the open. She stands frozen until "HA! Got you now." and a blue pegasus pony with rainbow colored mane and tail tackles her head on. Mist's instinct and reaction kicks in and instead of bracing for the tackle she rolls backward with it. As she lands on her back with the blue pegasus on top of her she brings her rear legs under the pegasus and in the same fluid motion thrusts them upward in to the soft belly of her attacker using only enough force to throw the pegasus off. Her backward roll continues landing her on her hooves. "Oomph!" The pegasus lands on her back and says "What the hey? Twilight, Applejack, watch out, she's some kind of pony ninja!"

Mist is afraid. She knows these ponies. She had seen them often during the days and Tyler had told her about them. The pegasus pony is Rainbow Dash. The earth pony is Apple Bloom's big sister Applejack, and the Unicorn pony is Twilight Sparkle. They are three of the six special fillies who hold the Elements of Harmony. Now they are attacking her!  
Mist is aware of how important they are to Ponyville and doesn't want to harm them or put them in danger. All she wants to do is get away. She turns to run but a woozy Twilight Sparkle uses her magic to teleport in front of her, blocking her. She spins and runs for an open space between the wagon and Applejack. As she runs a rope is thrown by Applejack toward her. The rope has a loop at the end, again her instinct fires up and she collapses to the ground in a shoulder roll, avoiding the rope. Her roll brings her hooves back under her and she springs up, running for the tree line. She hears Rainbow Dash shout "Twilight stop her, she's gonna get away!" Twilight, still battling the affects of a terrible head cold and lack of rest, sags her head and teleports in to Mist's path of escape. In her slightly befuddled state Twilight miscalculates and pop's herself with her head lowered right in front of Mist who is at a full out run.

Mist sees the unicorn with her head lowered appear right in front of her. She has little time to react and cannot alter course. The collision will impale her on Twilight's horn!  
Twilight is stricken with horror at her mistake. A mistake that is going to take the life of this pony she does not even know. There is no time to move or react. It is all happening so fast. She closes her eyes and waits for the impact.

Noisome Mist concentrates and goes immaterial. Twilight feels no impact but something is ripped from her, something cold and heavy. Noisome Mist feels a small euphoric rush spread through her. It's only an echo of what she had felt with the first timber wolf. She is sickened to think she has just drawn life from Twilight Sparkle. She stops her run becoming solid once more, and looks back at Twilight. Twilight is standing looking surprised. Her mouth hangs open and she is not moving. "I am so sorry..." Mist begins to cry, fear making her shake. "I had no choice. I don't want to hurt anypony. Please leave me alone!" She turns away from Twilight to run. She is afraid and still visibly shaking. At this point she is once again tackled to the ground and pinned by Rainbow dash. Mist offers no resistance this time. Taking life from Twilight has shaken her so badly she is unwilling to potentially harm any of the others. "I am so sorry, I am so sorry!" she cries out in panic.

"What did you do to Twilight you phantom mare?!" Dash is shouting at Mist while keeping her pinned under her. "What did you do to our friend?!" Rainbow Dash looks over at Twilight and sees her just standing with her eyes wide open, her mouth slack as well. She has a kind of surprised, vacant look to her. "A.J!" Dash shouts. "Go check on Twilight I think she may be possessed by this phantom mare!" Dash returns her attention to Mist who is shaking, terrified at the events unfolding around her. "What did you do?" Dash shouts again at Mist. "You're not going anywhere until you answer."

"I...I..." Mist stammers through her shaking and tears "I think I took life from her. I'm so sorry! I had no choice. Please let me go before I harm you as well." Mist is nearly overcome with panic. She never wanted this to happen. To her it seems all her worst fears about herself are coming true. She hadn't meant to but she had harmed an innocent pony. She closes her eyes, crying and trembling under the weight of Rainbow Dash.

High above a midnight blue alicorn circles silently and unseen as this little drama unfolds in the field below her. Princess Luna has been watching Mist from the time she had left Tyler's home. Mist is her friend and Luna is getting angry with how Rainbow Dash is treating her. _Rainbow Dash,_ Luna thinks to herself. _Why cant you see how terrified Noisome Mist is?_ Luna had watched R.D. tackle Mist the first time and Mist had impressed her with how she had thrown Dash off so easily and smoothly. The way Mist had planted her rear hooves in to Rainbow Dash's soft belly, Mist could have really hurt Dash but she hadn't. She just used enough force to throw Dash off. Now she isn't even putting up resistance. Luna knows why. Mist does not want to hurt anypony, even if it means she has to get harmed herself. "Don't worry Mist, I'm coming!" Luna says to herself as she starts to spiral downward. As she descends she sees the situation take a turn for the better. She stops her rescue mission and resumes the role as silent observer, content to let this scene play out without her interference.

Applejack walks over to Twilight Sparkle. "Twilight, are you OK sugar cube?"

A smile forms on Twilight's face. "Yes," she says quietly. "I am completely all right." Twilight turns to where Dash has Mist pinned to the ground and says in a loud and demanding tone, "Rainbow Dash!... Get off of her!" Dash turns to see Twilight looking sternly at her "Get off her right now!"

"I'm not listening to you Twilight, you're possessed by her." Dash argues, continuing to hold Mist pinned on her back.

Applejack steps over cautiously. "I don't think she's possessing anypony, Rainbow Dash. Look, you have her so frightened she's shakin' like a mouse at a cat convention." Saying this Applejack grabs the pegasus and pulls her off Mist by her tail. Twilight walks up to Mist and smiles uncomfortably at her. It's a smile that shows how upset she is with how things just played out. Mist is still on her back looking up at the unicorn mare she just passed through.

"I'm so sorry," she says. "I didn't mean to harm you. I was only trying to get away. You... Your horn..." she sobs. "You were right in front of me. I had no choice." Mist is crying, genuinely terrified she had harmed Twilight.

Twilight takes Mist's front legs and pulls her up into a comforting hug. She feels warm life energy spreading from where Mist's tears are landing on her shoulder. "I don't know who you are but you didn't harm me. You took away the nasty cold germs that have been making me sick for a week now. I feel great! Don't cry. We wont hurt you. We only wanted to meet you. This ambush was Rainbow Dash's idea."

"Twilight she's a phantom!" Dash says plaintively.

"No she is not, Dash," Twilight replies. "She is some kind of special pony." Twilight separates from Mist. Mist stops her crying and looks at Twilight.

"How do you know I didn't draw life from you? How do you know I haven't harmed you?"

"I'm a student of magic," Twilight says. "I can tell. You took life but it was the life energy of those nasty cold germs that have been plaguing me for over a week now. I feel better than I have felt in quite a while, matter of fact. You made me better. You have some kind of special gift. You have something powerful in you."

Mist, still sniffling, looks at the three ponies who just revealed to her that she was not a harm but a good. Mist sees all her past experiences and the pieces all fall in to place. She could draw life from plants, yes, but slowly. The creatures she passed through were all made better. It was the bad things she took from them instantly. The darkness, the evil and sickness. This she took from them instantly and purified it, making them better and sometimes overwhelming her self in the process. All her worries of harming ponies are unfounded and now she lets them go. Now she is crying out of sheer happiness.

Applejack and Twilight hug her together while Dash folds her forelegs across her chest and mumbles, "I still think she is a phantom..."

"DASH!" Twilight snaps at her.

"OK, fine..." Dash says and joins in on the group hug. Mist puts her head against Dash's neck and as some of her tears are absorbed Rainbow Dash feels a warm and joyous energy spread through her. "OH!...Jeez!" Dash exclaims and hugs Mist tighter.

The four ponies gathered together in the field are now friends. Rainbow Dash swallows her pride and is first to speak up. "Hi. My name is Rainbow Dash. Nice to meet you, phantom mare."

"My name is Noisome Mist. I am not a phantom, just different."

Applejack speaks before anypony else has a chance to. "Hey, I have a swell idea. Let's all go to the barn and get comfortable. I'll bring out some mulled cider and we can all get acquainted proper-like, put this whole misguided mess behind us. What y'all say?" All four ponies eagerly nod in agreement and head for the big red barn. High above Princess Luna is overjoyed with the outcome of this little drama. Mist has just learned she is not dangerous to anypony. She is just dangerous to evil, dark and bad energies. Luna flies swiftly to the barn to take an unseen position in the hayloft. She wants to be sure Mist has understood what she just learned. If she has, then she only has one more thing to understand about herself. Luna smiles to herself and thinks, _And for that lesson I will be your guide._

* * *

Tyler is looking out the window of the train coach. The other passengers are asleep, and the coach is lit by two lanterns hung from the ceiling. They gently sway with the motion and the rhythm of the train. They cast a warm and cozy golden light. Tyler's reflection in the darkened window catches his attention. The heart shaped glass vial hanging around his neck by a silver chain, the same one that is banded and caped by silver and contains the tears of his special somepony Noisome Mist, is glowing with an ethereal ice blue light. As the light softly pulses he feels a warm happiness spread through him. He thinks, _Something has happened to Mist. Something that has made her very happy._ The soft pulsing light fades and stops. The good feeling remains, and Tyler starts to miss Mist even more. He settles back and gets as comfortable as possible in the seat. He closes his eyes, thrilled with the new realization that the glass vial containing Mist's tears really does link him with her. Somehow over the distance between them he was able to feel her happiness. Tyler drifts off to sleep, able to rest now that he knows that even though he is not with her she is happy about something. Tyler imagines Ditzy is visiting her or maybe Princess Luna has stopped by. That would certainly have made her happy.

* * *

Twilight Sparkle, Rainbow Dash and Noisome Mist enter Applejacks barn and work together arranging bales of hay in a circle. They set out six bales only because Applejack has gone to fetch Apple Bloom her younger sister and her brother Big mac. A.J. had told them on the walk over not to worry about one for Granny Smith because at this late hour nopony could wake her. Princess Luna watches and listens with an amused smile from the dark and shadowy hayloft.  
From out side Applejack's voice can be heard "Apple Bloom wait up there's no rush. I told you she is not going anywhere." Apple Bloom comes running in to the barn, scans the assembled ponies, spots Mist and beelines it right to her. She stops in front of Mist with her eyes open wide and sparkling. Mist sitting on the hay bale smiles sweetly at her and puts out her forelegs in an invitation to hug. An invitation Apple Bloom is all to happy to fall in to with a giggle."I love what you left us on the chalk board." Apple Bloom says to Mist "You are such a good artist. I'm sorry we were trying to hunt you. We were just trying to earn our cutie marks. Speaking of which what is yours for? It looks like a falling comet." "I don't know sweetie. I 'v never thought about it." Mist tells her.  
Applejack and Big Mac walk in. "Apple Bloom that's enough for now. Noisome mist is going to tell us all about herself, well as much as she knows any way, so just you let her be for now, OK?" Apple Bloom looks at her in slight annoyance and snuggles a little deeper in to Mist's hug. "Well it was me who saw her first." Apple Bloom says with a pout to her tone.  
Applejack looks around to see Big Mac standing frozen in the doorway, his eyes locked onto Noisome Mist. "What in tarn-nation?" A.J. says. Mist lifts her head and looks to see a big red colt standing in the doorway. Applejack runs back to her brother and gets behind him and pushes him in to the lantern-lit barn. "Get in there, you big goof. I told you she ain't no phantom and don't worry, she won't bite, either." Applejack teases him. The big red colt is pushed, skidding into the circle of ponies.

Rainbow Dash laughs. "Ah ha ha ha! Sit down silly, our new friend has a story to tell us." Dash says with more chuckles.

Every pony is seated save for Applejack. She is pouring mugs of mulled cider and passing them out. When Mist gets hers she inhales the aroma and quickly downs the whole mug. "MMM! This is my favorite. I had some of this at Tyler's when we first got in to Ponyville."

All the ponies look at Mist in surprise. Rainbow Dash says, "So how is it you know Tyler?" Mist sees all the ponies looking at her with expectant faces. Slowly and cautiously she answers.

He is my best friend and special somepony." At that they all gasp in disbelief and Rainbow Dash falls off her hay bale laughing.

"Ah ha ha ha! Now I have heard it all. Tyler is crazy and he doesn't let anypony even get close to being a friend, let alone a special somepony filly. Are you sure you have the name right, Mist?" Dash says still chuckling.

Mist pins her ears back and looks angrily at Dash. "Tyler is not crazy." she responds defensively. "He is very smart and brave. I love him... and he loves me, even though I am different."

Applejack sees the tension in Noisome Mist and speaks up before Dash has a chance to make things worse. "Hey easy, sugar, we don't mean no harm. It's just, we all know Tyler and we all know how shy he is. Lets just leave Tyler be for now OK? We want to know about you, Mist." A.J. finishes with a gentle tone and a warning look to Dash.

Mist nods, still holding Apple Bloom close. Mist then looks back at Rainbow Dash and says "Tyler admires you, even though you're one of the pegasus ponies who tease him for loving to fly. Is that crazy, too?" Rainbow Dash looks abashed and quietly gets back on her hay bale.

Twilight Sparkle speaks up and says, "We can all feel regret for how poorly each of us have handled things at one time or another. No pony is perfect. Lets put that aside for now. I want to learn about Noisome Mist, OK?" All the ponies nod in agreement and Mist collects her thoughts, drawing in a deep breath to begin telling her tale. Big Mac takes a seat on the bale of hay directly to the left of Mist and looks at her with an unreadable expression on his face.

The scene is set. A lovely full moon night. Silvery light slanting into the barn from the side windows mingles with the warm glow of the two lanterns hanging off a main beam. Six ponies sit in a circle, five of them with their full attention on the misty blue one, waiting for her to begin to tell her story. Above them in the shadowy hayloft Princess Luna shimmers with iridescent black energy, changing to her nightmare form. "Showtime, my little ponies," she whispers to herself with a smile. Her horn begins to glow iridescent electric blue as the six ponies below fall into her dream sleep. "Welcome to Nightmare theater," Luna amusingly whispers to herself. "Tonight you will see my misdeeds and how they echo through time, setting in motion sad consequences that to this day are still playing out."

 _To the sleeping ponies below it was as if they were there. A dream with sound and color enveloped them and they watched as Princess Celestia fought Nightmare Moon one thousand and three years ago. They marveled at Moon's defeat and the lunar landscape she was banished to. They experienced her inner conflict with herself as she pulled a comet off-course and sent it on a new course to kill her sister Princess Celestia in a last ditch attempt to escape the moon. They were surprised to see Princess Luna's last minute effort, pushing it enough to send it crashing into Equestria out in the desert wastelands, saving her sister and hundreds of innocent pony lives. They were bewildered, witnessing the impact of the comet and it's strange energy that blasted a hole in Equestrian time back 25,000 years, allowing them to see what the desert wastelands looked like during the time of the ice age. All their sleeping eyes grew damp with tears seeing a small ice age mare in the center of the impact circle lying in the grass. They all grew restless as they watched the impact energy fade and the view of ice age Equestria revert to desert. The small mare who was a blue roan in the past, faded to a translucent misty white and was now lying on a mound of stones. A mound of stones in the center of an impact circle surrounded by a desert wasteland. They all watched her awaken and felt the sadness and loneliness that would be her constant companion for the next one thousand and three years as she wandered the desert with no memories of her past life. They felt and witnessed her confusion over what the sun did to her and her fear that she was some kind of monster._

Their dream vision begins to break up. They only see quick fleeting images of Mist's journey to Ponyville, too quick to understand completely. The final image they see before falling in too a dark and dreamless sleep is of Princess Luna looking wet and miserable as she shelters Noisome Mist from a rain storm in the forest. "Now you six ponies know the truth," Luna quietly speaks to herself. "I caused a lot of sorrow in the past, and it bleeds into the present." She gets up and glides down to where Twilight Sparkle, Rainbow Dash, Applejack, Apple Bloom, Big mac and Noisome Mist all lay sleeping, all still under Luna's dream power. "You are all responsible for making me better," Luna says quietly as she walks up to Mist. She is still in her nightmare form as she releases Mist from the sleep spell. Mist awakens to see a nightmare looking at her sadly.

Mist is not afraid, she knows who it is. "Now you know," Luna says to her, regret tinting her voice. "Now you know what I saw as you told your first memories to me on the hill at Tyler's. Now you know it is me that caused you to be torn from your own time and changed to what you are now. I am so, so sorry Mist." Luna's voice grows quiet and is filled with remorse. "I won't blame you if you no longer want to be my friend." Mist just stares at Luna, her ice blue eyes slightly luminous in the shadowy lamp lit barn. "There is more to what I know but I won't show it to you in a dream vision. You have to see it for real but we must wait. Tyler should be there too. Your new friends will all have a better understanding of you now. I shared that dream vision with all of them. I make them uneasy and with what they just learned of me tonight I'm sure that that unease will be greater. I ask that you don't share your knowledge of nightmare Luna with anypony. Only you, Tyler, my sister Princess Celestia and I know of my power. It must remain hidden."

Luna walks to the barn door to leave. She walks out into the moonlit night, imagining the stars looking brighter somehow. She turns to look into the barn one last time. The moment she turns she is tackled around the neck by Noisome Mist. Surprised, she spreads her wings wide and the sound of rumbling thunder can be heard. Mist is hugging her tightly and sniffling back a tear. "I told you, Luna," says Mist. "I will always be your friend no matter what. Maybe what happened was meant to happen. Maybe there is more to it than what you know. It wasn't all your fault. It wasn't all bad. Look, I have friends. I know I'm not a danger to anypony now and I have a special somepony. I'm happy! You made a lot of this possible. Don't be sad, you are not Nightmare Moon any longer. You have friends as well, and a lot more than you realize. I just know it," Mist is crying tears of joy on to the nightmare's neck. Luna feels the warm happy energy of life spreading through her and she releases her nightmare form and becomes her midnight blue self again. Mist releases her and smiles at her. "I am safe now here in Ponyville. Thank you Princess Luna!"

Luna smiles back at Noisome Mist and says "I must go now, my friend. I promise, Tyler will return safely to you. I am releasing the others from the sleep spell now. Go and have a pleasant evening with your friends, oh and put in a good word for me."

Luna hugs Mist with one wing and then leaps into the night air to fly north, filled with joy. Honesty was lifting so many of the weights that had once burdened her. "Yes," she thinks, "friendship is magic."


	18. Learning To Trust

**Part 8. Learning to trust.**

Tyler is jolted awake as the train stops and he slips off the seat on to the floor. "Sorry about the sudden stop, everypony," he hears a conductor say loudly from the platform between coaches. "We are training a new engineer and he is still a bit heavy hoofed on the brake. Thanks for your understanding." Tyler makes a grimace and gets back on to the seat. He looks at the window and sees the sun is up. He had slept soundly through the night, soothed by the rhythmic sound of the rail joints as they click-it-ty clacked by. He turns his attention back to the window and loses himself in thought as most of the other passengers leave the train. Tyler is still lost in thoughts of home and Mist and flying as a new passenger enters the coach.

The dark grey filly enters the coach and quickly scans the few remaining passengers. _Oh! Shoot,_ she thinks. _It's a snooze fest._ Then she spots a light slate grey unicorn colt with black and red mane and tail toward the center of the coach. He is sitting and gazing out the window. He is in the row where the seats change direction and the seat opposite him faces toward him and is empty. _Oh Yay! I almost missed that one. He looks like he needs company,_ she thinks as she walks toward him.

"Hello?" she says in a pleasant and cheery tone. The unicorn doesn't respond. He just continues to stare out the window. She notices he is not looking at anything in particular. He is just lost in thought. "Hello!" she says again, a bit louder, but still cheery. The unicorn, roused from his thoughts, blinks and turns to look at her. "Hi...um, are you OK?" she asks him.

There is a pause before he answers, "...Yeah." he answers, though it sounds more like a question. _YES!_ the mare thinks to herself. _He definitely needs a distraction and a traveling companion._ She can tell by his tone that she makes him nervous.

Tyler is pulled from his thoughts by somepony talking to him. He turns to see a dark grey earth pony with a black mane and tail smiling lightly at him. She has a guitar case on her back and lovely eyes colored somewhere between red and purple. "Hi...um, are you OK?" she asks him. A small chill runs quickly through him. A rather fetching filly he doesn't know is talking to him.

He answers cautiously "...Yeah."

"Oh, good. My name is Toxic Melody. May I sit with you?" she says looking at the empty seat opposite him. Tyler looks around the coach and sees lots of empty seats. He thinks, _Why does she want to sit with me? There are lots of other empty seats._ He looks back to her and smiles nervously and says "Um...sure I guess. My name is Tyler. N-..Nice to meet you, Toxic Melody."

"You can just call me Toxxie," she says in the same cheery tone as she un-shoulders her guitar case and drops it on the empty seat opposite Tyler. She then hops up on to the seat right aside of Tyler and says, "Thanks for the company. I like to have somepony to talk with when I ride the train." Tyler shyly shifts away from her toward the window. He was kind of accustomed to Noisome Mist being like this, they were special somepony's together. He was not accustomed to other filly's being so close. Toxxie sees his nervousness and says, "Aww, hey. I'm sorry, I didn't mean to make you uncomfortable." The train sounds it's whistle and lurches in to motion. "Yay, we're off. By the way, where are we going Ty?" she asks.

Tyler looks at her skeptically. "You got on a train and you don't even know where it is going?"

"Nope. Why is that strange?" she smiles at him and before Tyler can answer she continues. "Ah ha ha ha! I'm just messing with you. You look like you need to lighten up a bit. True, I don't know where this train is going and I don't care. I just like to take a ride sometimes. I will go to a station farther up the line, hop off and take another train back. It's like a little adventure." Tyler looks at Toxxie and relaxes a bit.

"I never thought about doing something like that. It does sound kind of fun, but alone?"

"No, not alone. There is always somepony on a train. I found you." She says as she nudges him with her shoulder. Tyler's heart pauses a beat at the contact as he tenses up a bit, automatically. An old reflex that passes quickly. "But to be honest, when I first came on board I was worried. I only saw a few older grumpy ponies." ("Hey I heard that!") chimes in some grumpy pony in back. "See!" Toxxie says as she lowers her voice.

Tyler relaxed the rest of the way. Toxxie was all right, in fact she was making time on the train pass more quickly. They began to talk and share things about where they were from. They shared a light lunch when the snack cart came by. Tyler told her his story. He told her about how he can fly using his mechanical wings and his magic. How he was going to get the perfect materials to make new and safer wings and also just a small bit about his special somepony, Noisome Mist.

With the mention of his special somepony Toxxie's whole expression brightens. "That's it! That's why you were so forlorn. That's why you were so distracted. You miss her, aww, that's so sweet. Have you even kissed her yet?"

Tyler looks at Toxxie who is wearing a bright and expectant expression on her face, her ears locked forward waiting for an answer. "Yes." Tyler says shyly. "Just once on the cheek right before I left on this trip."

Toxxie's jaw drops open. "Oh pony, ha ha ha ha! You have no idea what you did do you? He-he-heh! You know what, your filly friend is going to be waiting for you when you get back! Ha ha, and I can guarantee you, you are going to get a big surprise!" Toxxie appears to be lost in a giggle fit.

Tyler looks at her questioningly and says, "Of course she is going to be waiting for me. I'm sure she misses me as much as I miss her. Why is that funny?"

Toxxie continues to chuckle. "Oh stop, please you're too cute. You're killing me. Noisome Mist is so lucky to have you. I'm sorry. It's not funny," Toxxie says, containing herself. "Hey, I'm sorry. Listen, I 'm not one to set an example. The second reason I take these little train rides is so I can practice how to behave around a great looking pony. I have to learn to loosen up so I practice on ponies I don't know. I'm not shy around a pony I have no feelings for, but when I am around my special filly friend Ikaros I just freeze up and get all shy and uncoordinated. Ty, you have been a big help. You are so shy and gentle I am able to relax and be me. I thank you for that. You are the first colt that has not been self-centered or pushy. You are so nice, Mist is lucky. I'm getting off at the next station so I can return home. Before we get there I want to show you something. It's kind of like magic."

Tyler looks out the window and it is dark outside. The whole day was gone and it went by so quickly because of Toxxie. "OK. what?" he asks.

"Come with me, and bring my guitar. The last coach has an open air balcony at the end." Tyler grabs Toxxie's guitar with his magic and they walk through the lamp-lit coaches to the last one. No pony is on the open air balcony. There are two lanterns hanging at either side of the overhanging awning. Below is a plush semicircular seat looking out toward the rear of the train offering a view over the railing of tracks diapering in to the black night behind the train.

Toxxie hops up on to the seat and nods to a spot beside her. Tyler joins her and gives her the guitar. "Look back there, Tyler," Toxxie says "I like to imagine that just beyond where the rails disappear into the blackness the world also vanishes one click-it-ty clack at a time. It feels like magic. Like I'm traveling through space." Tyler looks back at the diapering tracks. He feels the slight sway of the trains movement and hears the rhythm of the rail joints as they click-it-ty clack by. He visualize just what Toxxie has said. "Wow, you're right," he says as Toxxie starts to play.

As Tyler listens to Toxxie play a gentle and sentimental tune on her guitar, he relaxes and thinks _Maybe other fillies are not something to get so stressed out around. Toxxie is actually just plain nice to be with._ He turns to look at her. She is staring off in to the blackness behind the train while she is carefully picking the strings of the guitar with the edge of her hoof. In the glow of the gently swaying lanterns Tyler imagines her on a stage playing to a crowd of adoring fans. _I would happily be there to listen,_ he thinks.

Toxxie finishes her tune and tilts her head to look at Tyler with a smile. Tyler looks back at her and says "That was amazing Toxxie."

She turns her head away a little modestly. "Thanks. Some night I want to do this with Ikaros."

"So just do it. I don't know her but I think anypony would love to have you play for them. I know what you said about getting shy but when you sat beside me I got tense," Tyler pauses ,then admits "actually I was afraid. Then you just were yourself and it made me relax. I'm glad you picked me to sit with now. Maybe your friend is like me. Maybe you make her shy as well. I don't know but if you just be yourself I think you will be OK."

Toxxie looks thoughtfully off into the dark behind the train. "You're a wonderful pony, Tyler. I'm glad I sat with you too." Toxxie reaches over and gives him a quick hug around the shoulders. Tyler once again tenses up and freezes at the contact. Toxxie utters a friendly chuckle at this and says "You are too much, Tyler. You seriously have to work on that reaction. Lighten up, fillies aren't dragons."

Tyler looks thoughtfully and a bit shyly at Toxxie and says, "Toxxie, for a long time I kept myself separate from emotions. Noisome Mist changed that and now you are showing me that maybe I was foolish to avoid other fillies. I probably missed out on having some good friends. All this is new to me but because Mist showed me what love is things feel different to me. The further I get away from her the more I can't wait to return home." Tyler looks away from Toxxie and says quietly, self consciously "If you feel the same for Ikaros you should just relax and go with it. That is what I learned from Mist."

"Oh Ty," Toxxie says sweetly. "I'll get there. One train ride at a time. Thanks for being the best company I've had on the train ever." The trains whistle sounds and they feel it slow as the brakes come on. They are arriving at a station. They hop up and return to their seats.

Tyler is sad to see Toxxie get off at that station late that night. He walks with her as she gets off the train. "Hey Toxxie," he says. "Friends?"

"Friends!" she says, and they share a hoof bump. "You be safe, Tyler."

"You be careful too, Toxxie," Tyler replies. Toxxie smiles and glances at the cutie mark on her flank, a mark Tyler recognizes as a bio-hazard warning. "I can hold my own, flying pony", she calls out as the train begins to pull out of the station, taking Tyler with it. "And remember I know where you live. Trains go there, too."

Tyler returns to his seat. The final leg of the three day train ride north is beginning. He is happy to have made a new friend. He makes himself comfortable and chuckles to himself wondering how Noisome Mist would react to meeting Toxic Melody. He falls asleep hearing that sentimental little tune Toxxie had played for him on her guitar, echoing in his thoughts.


	19. Dangerous Company

**Part 9. Dangerous company.**

The third day on the train was better than the first now that Tyler was shown the open air balcony on the last car. He spent a good part of the third day sitting on the plush seat enjoying the fresh air and watching the tracks go by to the ever present click-ity clack of the track, seams as steel wheels crossed them. The trees were now all pines and they were big. The air smelled wonderful, a mix of aromatic pine and earthy ground. Tyler closes his eyes and breathes in the heady aroma. "Ahh," he sighs. "What a place. I bet Mist would love it. She is so at home outdoors." He thinks of Mist as he looks backward down the tracks. Somewhere far down these tracks is home, and his special somepony. _Three days down, seven to go if all goes well,_ he thinks.

The train screeches to a halt at the final station. Tyler has reached the end of the line. He gathers up his saddle bags and exits the train. Out on the platform a railroad pony has brought his cart off the baggage car and leaves it for him. The sun is lowering, and he has no idea where to stay. He checks his supplies, puts his saddle bags into his cart and decides to walk into the forest of giant pines. _Might as well start the trip now,_ he thinks. _If I find a nice spot I'll camp for the night._

Tyler walked for two hours in the cathedral-like forest. The path was narrow but smooth, always leading up hill. When he found a level spot by a small brook he made camp. The night was warm and Tyler had worked up a sweat pulling his cart up hill. He went to the brook and cooled off in a sandy bottomed pool. Instantly his thoughts went back to the many times Mist and he went swimming in the lake at night. They had spent three weeks together before he had left on this trip. He hadn't noticed then how much he was changing, how much he was letting go of his isolation and letting Noisome Mist in. Now, it was impossible not to realize. His thoughts were always coming back to her. He had never had a reason to feel longing or understand just what it was. Now he understood the term all too well and he did not enjoy it.

As he sits by a small fire he had made his thoughts begin to wander. Then a voice speaks up behind him. "May I join you?" The voice is gentle and a weariness fills it. Tyler turns his head to see, just inside the glow of his fire that keeps the darkness of the nighttime forest at bay, a tall and lanky earth mare gazing tiredly at him.

His first instinct is to tense up and get defensive, then he thinks of the filly on the train and asks "Are you OK?"

"Yes," the mare says with the same gentle tone. "May I join you?"

Tyler is concerned with how, in the glow of the fire and his lantern, she looks thin and weak. "Well OK, if you promise not to hurt me,"he says, trying to lighten his own mood.

"I promise I will not harm you."

"Well then welcome to my camp. My name is Tyler, come and sit by the fire."

Tyler watches the mare as she comes closer into the light and walks around the fire to take a position opposite Tyler. As she circles the fire Tyler is aghast. She is not just skinny. She is emaciated. He can see the outline of every one of her ribs and her pelvic bones highlighted by the shadows the firelight casts. Fear tingles down Tyler's spine as he notices her eyes, or rather, lack of eyes. Where her eyes should be are only empty sockets glowing an unearthly shade of green. Tyler sits frozen as he watches her fold her legs and lower herself gracefully to the ground. "I am Sylvaan. I was wondering what could have woken me. Now I see it was you." The mare says tiredly. Tyler's heart is pounding, he is terrified. He is alone in a strange forest of giant pine trees and he has just invited some sort of creature to join him by the fire. He is quite sure this is no mare.

Tyler once again thinks of Mist and follows her lead. 'Be nice.' It is a simple enough concept, maybe it will prove to be life saving in this instance. He is quite sure whatever this thing is it is unwholesome and possibly evil. He shakily asks, "Are you sure you are OK? you look kind of ill."

Sylvaan answers, "I was close to the void, fading and starting to fall into it... but you woke me. You carry something with you, an energy from the stars. I feel it. It is what woke me."

Tyler instantly thinks of his heart shaped vial containing Mist's tears. Tyler is looking at the frightening mare across from him. Her forelock and mane are wispy and thin and she is the color of long cooled ashes. A tiredness radiates off her as she plaintively gazes at Tyler with those green glowing empty eye sockets. He feels a malevolence in that stare like he is very close to something deadly and violent. He fears that he will not leave this campsite alive. He worries that his very soul may be at stake. Has he invited ancient and evil darkness into his camp? His mind races as his heart pounds rapidly on.

Tyler tries to use logic on this situation. If this thing wanted to harm him it most likely would have done so by now. It sounds tired and worn down and had promised not to harm him. _Yeah, like you can believe that, Tyler..._ he thinks to himself. _Monsters always lull you in to a sense of false security before they rip you limb from limb. It just makes it more fun for them._ His thoughts follow a path of camp fire logic now. He shakes his head, clearing away the negative thoughts. He stares back at it and asks, his heart still pounding, "What are you?"

"I am a lost traveler," the mare Sylvaan answers. Tyler works up his courage and decides that whatever this mare is she is in need of his help. Even though he is alone and afraid he rises and cautiously approaches her.

"I am coming over to you, you look very ill to me and I am going to try to help you." He has decided to share Mist's tears with whatever this thing is. His reasoning is that if it is evil Mist's tears may make it harmless, hopefully. If it is not evil then they should heal it. Either way it feels like the right thing to do.

Tyler walks over to the form on the ground. "I am going to share something very special with you, Sylvaan. Please don't be afraid." Sylvaan follows his movements with unnerving green glowing eye sockets. A chill tickles through his mane and down his neck. Tyler grabs the silver banded vial in his magic and uncaps it. He then pours out half of the contents on to the forehead of the wraith like form lying at his front hooves. There is a brilliant green flash and Tyler is swallowed in blackness and silence.

Tyler slowly becomes aware as his senses start to return to him. He feels very comfortable and somepony is quietly humming. He opens his eyes to see shafts of early morning sunlight slanting through the forest of giant pines. Looking down he sees forelegs of dark green fur with a metallic sheen wrapped around his chest. He is being held gently and rocked by some slightly bigger pony. "You are awake," he hears a lovely and soft voice say. He quickly wrestles free and turns to see who held him. He is met with a heart stopping view. A beautiful dark green earth mare whose fur has a metallic sheen to it looks back lovingly at him. She has the same body type as Princess Celestia, very graceful looking with pale green eyes and shiny black mane and tail.

"You weren't in such a hurry to get away last night, Tyler," she says with a soft tone and a smile. Tyler's mind starts to race. what had he done?! He could remember nothing. Then it starts to come back to him. That mare with no eyes. The emaciated one. He had shared Mist's tears with her in hopes of saving himself and helping her in some way. He quickly grabs the vial in his magic and holds it up to look at it. It is still half full. "That was very kind of you to share that with me Tyler. I hope I was of great comfort to you last night," Sylvaan says softly. Tyler is panicking. What had happened? What had he done? He thinks of Noisome Mist, his heart breaking. Had he betrayed her love?

He looks at the beautiful dark green mare and asks, "Sylvaan?"

"Yes and fully restored. Thank you, Tyler."

"What happened last night?" Tyler stammers out. his forelegs starting to shake. "What did I do?...What did we do?"

"You shared your healing waters with me," she says warmly. Tyler is feeling sick, like he is falling into a bottomless chasm. Then Sylvaan continues, "From that glass vial around your neck. The energy it released as I was restored made you pass out, so I held you while you slept. Whatever is in that vial contains energy from the stars. I recapped it for you. It must be very valuable to you." A wave of relief washes through Tyler and he relaxes as his panic fades. Nothing happened. Well lots happened, but nothing of an emotional sort.

Tyler looks at Sylvaan. "Who and what are you?" Tyler asks firmly but not harshly.

"I am the mare Sylvaan. I am a traveler of sorts."

"OH? That's kind of vague and not much help."

"I am your friend now, Tyler, but that's all I am going to tell you. You wouldn't want to ruin the fun now would you?" Sylvaan says with a smile.

"Arrah!" Tyler exclaims. "Now you sound like Princess Luna. I can't take it! I suppose you want me to promise you something now. What is it with you mares!" Tyler is exasperated.

"Tyler... I don't want anything from you. Settle. I was wondering if I might help you in some way. You helped me, I was almost gone. I will go with you and help in any way I can." Sylvaan offers.

Tyler smiles at her devilishly. "Sure, I have to be in Gryphon's gate in two days and I was having a hard time pulling the cart up-hill all the way. How about you pull it for a while?"

"As you wish," Sylvaan says ."I am probably much stronger than you," and to make her point she flexes a foreleg, showing well defined muscle. Tyler rolls his eyes at this shameless display of self confidence and thinks. _Well it's going to be interesting figuring out this mare Sylvaan._ They pack up and take the trail north toward Gryphon's gate, Sylvaan easily pulling the cart.

Tyler and Sylvaan walk along the trail that winds through the forest of huge pine trees, Sylvaan still pulling Tyler's cart and having no problem. She is not even breaking a sweat. The trail leads ever upwards and Tyler feels guilt nagging at him. He is feeling bad that this beautiful mare is pulling his cart. He has a sense of taking advantage of her offer to help. "Sylvaan, I will take over pulling my cart now. We should take turns," he says, trying to allay his guilt.

"Don't be silly, I have no trouble pulling this cart. It's not even an effort. You just make sure you can keep up." She turns her graceful neck and looks at him and smiles. Tyler is still uneasy about this strange mare. She is almost too nice to be real. He wants to know more about her so starts to ask some questions.

"Sylvaan?" he asks. "You are not really a mare are you?"

Sylvaan notices Tyler walking a cautious distance from her. "If you walk close by my side I will answer your questions. If you insist on walking way over there, I will answer with silence."

To Tyler it was like she knows his phobia of strange fillies and mares. It's like she is toying with him, making him face his fear. He is determined to get some answers and not show his shyness. He takes a cue from Mist's behavior and walks right over beside her and brushes against her briefly. He is amazed how soft her hair feels and is stunned that she is cool to the touch. It's midday and very warm and she had been pulling the cart up-hill the whole time. "Well now, Tyler," she says in a softly surprised tone. "That's a surprise. Now I will answer. Yes, I am a mare..now."

Tyler looks questioningly at her. "What do you mean, 'now'?"

"Well it was you that awoke me from my slow fall into the void. You are equine, so I am as well now. I must admit this form is quite interesting. There are things I am experiencing I don't understand." Sylvaan answers.

Tyler pins his ears back in frustration. Her answers only lead to more questions. "So whatever you are you can change shape?"

"No," she replies. "You woke me. I am a mare. You restored me as a mare, I am equine." Tyler is starting to open a little distance between himself and Sylvaan. Her answers are a little unsettling and confusing to him.

"You are starting to sound dangerous to me, Sylvaan. You are dangerous, aren't you?"

"To you...never." she says with such a gentle tone to her voice it sends a chill down Tyler's back.

"But you are dangerous." he repeats.

"If you need me to be. I won't let anything harm you. You have given me a new form to travel in. You saved me from falling into the void." Sylvaan answers, sounding very honest.

"So I have nothing to fear from you?"

"Nothing at all," she answers and continues, "and Tyler I am not trying to steal you away from Noisome Mist."

"Hey! I never told you about her or her name..." Tyler, surprised, stops walking and stares at Sylvaan with suspicion.

"You talk in your sleep Tyler. I know she is special to you." Tyler relaxes and resumes walking. He looks up through the trees and notices the sun is missing. It's late in the day and time to find a camping spot.

As the two of them round a bend in the trail a wonderful glade comes into view. There are stone figures of gryphons holding up an arch and a big stone fountain flowing with sparkling water. On the arch of iron supported by the stone gryphons are the words 'Crystal Spring Rest'. "Wow," breathes Tyler. "This looks the place to spend the night."

Sylvaan looks around at the idyllic setting. "Yes,"she says in her warm soft tone.

Tyler unharnesses Sylvaan from his cart and sets about making a small camp site. Sylvaan walks to the fountain and stares at her reflection in the still surface of the water. After a moment she lowers her head and takes a drink of the cold clear spring water. "Tyler, come take a drink," she says invitingly. "This is very good water." Tyler eagerly trots to the fountain and takes a long and refreshing drink. Sylvaan is once again looking at her reflection. She appears to look dismayed, like somepony not recognizing their own image. "Tyler " she says "Is this form beautiful or am I ugly?"

Tyler looks at her with incredulity. "Are you serious?" he asks.

"Of course. I have never been a mare" Sylvaan answers softly, her words trailing off in thought. Tyler gives her a good looking over, completely for show. He has been studying her all day. He still feels uncomfortable with the question though. It is then he realizes she has no cutie mark. He wonders about this but just answers her question.

"Nope. You are not beautiful..." She looks at him with more dismay showing on her face. Tyler continues his paused reply "You are absolutely and stunningly gorgeous. You are going to have a problem when we meet up with other ponies. You are going to attract the attention of a lot of colts." Sylvaan's ears perk straight up and she tosses her head throwing her mane gracefully.

"Oh I like being a mare," she says enthusiastically. Tyler sighs thinking, _She is going to be trouble in town, I just know it._

Tyler makes a small fire and they share some toasted oat bread and blueberry jam for dinner. After eating Tyler tells Sylvaan his plans for making new, safer and stronger wings. About his trip on the train and other small campfire talk. Sylvaan listens intently. He tells her how much he misses Noisome Mist. At this she tilts her head and asks "Why is she not with you?"

Tyler does not want to reveal the nature of his special somepony and he does not want to lie so he says "She has problems traveling, the sun bothers her."

Sylvaan looks at him, her pale green eyes showing the expectation of more of an answer. When none comes she says " I understand, she is yours and you are protecting her." Tyler is done with talking for the night. Questions about Mist is where he draws the line and he still is wary of Sylvaan. She seems to be an honest mare but she is still a mystery. They sit quietly, watching the fire flicker. Many sounds of the nighttime forest enchant the warm air. Heady scents of pine and warm earth mixed with the homey smell of wood smoke. Finally sleepiness overcomes him. Sylvaan offers to hold him again while he sleeps. Tyler cock's an ear sideways and bluntly refuses while his inner thoughts say _Why does she have to be so much like Mist?_ Sylvaan looks blankly at him as he just lays out flat by the fire and falls asleep.

Tyler awoke to the same comfortable feeling as he had the morning before. He looks down to see Sylvaan's forelegs once more wrapped around him and holding him tightly. "Hey!... Sylvaan your making me feel like a young foal" he says as he turns his head to look at her. She says nothing and is still. He tries to break out of her grasp and she holds him tighter. "Let me go Sylvaan. You can't keep doing this. You are making me nervous." Tyler says with a little bit of an uneasy chuckle. He still had his reservations about his strange new mare friend.

"Aww... Look at the pretty filly protecting her colt pal," a rough voice says mockingly. Tyler snaps his head around to where the voice came from and sees two dark and battle worn-looking gryphons sizing him and Sylvaan up.

"OH!...hello," Tyler says, surprised. "Um, are you from Gryphon's Gate? Because that's where were going."

The two gryphons look at each other and laugh. Then one says with a sinister tone to his voice, "You two love birds are just what we need. You're not going anywhere but with us," he laughs confidently as he glances toward his companion. His companion slowly nods his eagle head up and down.

Tyler hears Sylvaan's voice in that same soft and calm tone she always seems to use. "They are dangerous." And with that said she releases Tyler and jumps to her hooves. In a blink she runs to the one on the right, catching him completely off guard. Before he can even react Sylvaan spins bringing her rear legs around broadside to him and fires both together. Tyler is horrified at the impact her kick has. The gryphon is nearly folded in two to the sound of snapping and shattering bones. It is thrown sideways a distance away where it collides with one of the giant pine trees and falls to the ground motionless. Tyler is frozen to the spot, a mix of fear and awe at odds within him.

Sylvaan turns her attention to the other gryphon who has spread his wings and is taking flight to put distance between himself and Sylvaan. As he climbs Sylvaan runs and leaps at him, catching his wing by the forward edge close to his shoulder. She clamps her jaw down tight and twists her head, elliciting a snapping sound, then she lets gravity do the rest. Her weight tears the wing from the gryphon's shoulder as she lands back on her hooves, the severed wing still clutched in her jaws. The gryphon crashes hard to the ground and there is a flash of green magic from it. Sylvaan drops the wing that is no longer made of fur and feathers but of some kind of insect-like lace work. Tyler watches a dark and ponyish form stagger back to it's hooves from where the gryphon had fallen. It lowers a crooked and dark horn at Sylvaan and fires a bolt of green energy at her. It hits her in the chest and has no effect.

"Foolish little monster," Sylvaan says in a calm and gentle tone. "That was a fatal mistake for you." She runs into the creature, knocking it to the ground once more and holds it there with one foreleg.

The creature looks up at her, its own fear reflected back at it from Sylvaan's pale green eyes. Terror colors it's voice as it asks "What are you?..."

Sylvaan answers it in her gentle soothing tone "The last beautiful mare you will ever see." She brings her other foreleg down with such force Tyler has to look away but he can still hear the loud and sickening crack of it's skull giving way.

Tyler looks from Sylvaan to where the other gryphon lays. It, too, has now changed. It is the same dark ponyish-looking thing as it's companion. "Those were changelings," he whispers to himself. Sylvaan approaches Tyler and gives him a gently reassuring look. "You're safe now," she says, staring into his eyes. Tyler returns her look with fear. "I was protecting you, Tyler. Please don't fear me. I would never harm you," she says with that soft calm voice that seems so out of place considering the brutal and violent events that have transpired.

Tyler is looking at her as the thick yellow/green blood of the changeling covering her forelegs seems to evaporate off of her, leaving her dark green fur with the metallic sheen spotlessly clean.

"You just killed two changelings," Tyler says breathlessly. "I thought they were all gone after that incident at the Canterlot wedding, but you just killed two."

"Yes," Sylvaan says with not a hint of remorse in her voice "It was easy."

"Sylvaan, you can't just kill creatures like that."

"Of course I can. I just told you it was easy," Sylvaan answers.

"NO! That's not what I mean. I mean it is wrong to kill like that. Noisome Mist would never do something like that."

"I'm not Noisome Mist and they were going to harm you," Sylvaan gently argues.

"Yeah I know that now. Changelings are bad news," Tyler says. "They live by absorbing the love from other creatures. But suppose they weren't changelings. Suppose they were real gryphons?"

"If they threaten you..." Sylvaan starts to say but is stopped by Tyler putting his hoof over her lips.

"NO." he says firmly again "You can't just kill like that. Promise me you won't kill some creature like that again, unless there is no other choice." Sylvaan looks sternly at Tyler. Tyler looks sternly back at her.

Moments tick by. Finally she says with resignation, "Very well... I promise."

"Thank you. Now let's lay them to rest. They may be creatures of darkness but I am not. They deserve a burial."

A midnight blue alicorn dives swiftly down from high above. Through an opening in the giant pines above crystal spring rest she has seen two changelings killed by a beautiful dark green earth mare. She sees the earth mare standing now facing her friend Tyler. Her posture looks tense. Something is being said but the alicorn can not hear what it is because of the wind whistling by her folded ears. Tyler looks tense as well. The alicorn hopes she can reach Tyler in time. She folds her wings in and rolls as she passes through the gap in the forest canopy. Flaring her wings wide again once through the gap she slows her fall and lands hard with a blast of wind scattering pine needles and dust.

Tyler is facing her way and she lands behind the green earth mare that has a metallic sheen. Her landing gets the result she wanted as the other mare wheels around to face her. Pale green eyes fix onto the alicorn. She feels a chill down her spine as she looks in to those eyes.

Tyler sees princess Luna land behind Sylvaan and watches in horror as Sylvaan spins around to face her, flank muscles bunching for a powerful lunge.

Luna has seen what this mare is capable of and that an energy attack has not even slowed her down. Pale green eyes are now locked onto Luna and tracking her movements. Sylvaan launches herself at princess Luna. Tyler can't even shout a warning to Luna or a plea to stop to Sylvaan it is all happening so fast.

At the last moment Luna dives behind one of the huge pine trees. Sylvaan, now committed to her powerful lunge and only tracking Luna in a kind of tunnel vision, slams head first into the tree. Bark and splintered wood fly as her impact takes a large chunk out of the trunk. Sylvaan falls to the ground, knocked completely out. Tyler finally yells, "STOP! BOTH OF YOU!" emotion flooding his voice, and runs to Sylvaan.

Luna walks up to Tyler who is cradling Sylvaan's head in his forelegs. "Luna," he says, "she was only protecting me. We were just attacked by two changelings. You surprised her, and me. She reacts quickly when I'm threatened."

Luna looks suspiciously at the mare. "That's a dangerous friend you have there, Tyler. I am sorry, I misread the situation I saw from above as I approached. Now she has gravely injured herself protecting you."

Tyler and Princess Luna both look at Sylvaan. She has torn all the fur and skin from her forehead, exposing the bone underneath and her left ear hangs loosely down on the side of her cheek. Strangely it is not bleeding very much, just a kind of slow spreading of crimson from the raw edges of the wound. They also notice her front left foreleg is badly broken and lying at an odd angle. Tyler sees this and tears begin to seep into his eyes. He may not know what she once was but she is now a mare, and hurt badly. She is also undoubtedly loyal to him.

As Tyler and Luna look at the wound on her head an ice blue glow forms all around the raw edges of it. The wound slowly fills in and closes. Her ear returns to it's place once again, firmly attached to her head. New dark green fir grows and the wound is gone. They watch as her broken foreleg straightens and aligns, healed as well. Princess Luna looks at Tyler slyly, noticing the heart-shaped vial around his neck that is half empty and says, "I think you have something else to tell me about this mare, Tyler. That was Noisome Mist's energy I just saw healing that wound."

Tyler nods his head slowly while still holding Sylvaan. He tells Luna all that had happened and why he had done what he did, finishing with, "So you see, I am responsible for her. I worry what I may have unleashed upon Equestria but I like her and she is willing to listen to my advice. Maybe she's not so bad. She just needs to learn restraint and control."

Luna softens her stance and runs a hoof along Sylvaan's neck. She is visibly contemplating something. Tyler quickly says "She said her name is Sylvaan. Now you know as much about her as I do."

"Tyler," Luna says cautiously. "This is now tied into Noisome Mist." Her tone is calm but serious. "I think you will be well-protected but you must keep her from needlessly harming other creatures you encounter. I have heard that name somewhere before, only it was a long time ago. I can't remember anything about it at the moment. I am going back to Canterlot and will see if I can find anything about it. When you return I should know more. Oh. And I have some good news for you. Mist now knows she is not a danger to anypony thanks to Rainbow Dash, Twilight Sparkle and Applejack."

At this news a thrill of joy runs through Tyler. Sylvaan begins to stir and opens her eyes slowly. She feels Tyler holding her and she looks at him and notices his tear dampened eyes. She says softly "Tyler... You cry... for me?"

Tyler smiles down at her. "You injured yourself badly. I was worried you might not recover."

Sylvaan looks at him, passive confusion on her face. "Nothing ever cried for me before..." She visibly changes her thoughts, unable to understand the feeling within her chest. " I damaged myself, it was not enjoyable." She looks around and sees Luna standing close and her ears instantly pin backward. Her pale green eyes once again fixed on Luna. Tyler feels muscles tighten in her neck.

"Shh, Sylvaan," Tyler says in a calm soothing voice "She is Princess Luna. She is a friend to me." Tyler is surprised how quickly all tension in Sylvaan vanishes. She feels soft and relaxed to Tyler and her ears snap back forward, a kind and welcoming expression gracing her face. Tyler and Sylvaan get to their hooves and Tyler says to Sylvaan, "You could have hurt Luna. She is a good Princess and again, my friend. If she was harmed it would've hurt me also, Sylvaan. That's why you cant just react so fast."

"I...I...understand, Tyler," Sylvaan says, but she looks like she is having some inner turmoil, like she is experiencing something she has never experienced before.

Sylvaan looks at Luna and says in that unnervingly kind and pleasant tone, "That was a very wise move you made. A good choice, the right choice. You are a good friend to Tyler. I did not see this." Sylvaan looks in to Luna's eyes. Luna feels a slight sense of falling as she looks back into Sylvaan's pale green eyes. Sylvaan blinks and turns her head to look at Tyler briefly. She turns back to Luna and raises her head proudly in some kind of recognition and says. "There is no place for you where I come from."

Tyler and Luna exchange puzzled glances and Luna asks, "Where is it that you come from Sylvaan?"

Sylvaan looks pleasantly back at Luna and says, "Somewhere I am never going back to. I like being a mare."

Luna looks unsatisfied with these answers and glances to Tyler. Tyler grins widely as he says "Hey Luna, doesn't that kind of answer sound really familiar to you? You two must study from the same play book. Whats it's title again? Oh yeah - how to be vague and evasive when answering simple and straight forward questions." Tyler's smile turns in to a smirk as he chuckles softly.

Luna rolls her eyes and thinks to herself, _Yeah, he is still the same Tyler._ But Tyler's comment has lightened the tension of the moment. Luna says, "OK, I'm going back to Canterlot. I see that you are just fine. Tyler I'm going to trust you to mind your new friend, and Sylvaan...Moderation...and listen to Tyler."

Sylvaan glances to Tyler and then back to Luna and says, "Always."

Luna leaves as Tyler and Sylvaan busy themselves buryng the two changelings. As she flies south that name nags at her memory. _Sylvaan. Where have I heard it before?_ She thinks. _Probably in some boring class I had heard long ago as a young filly._ She also thinks of how she is going to get Noisome Mist back to the desert waste lands. That may not be so easy now that she feels at home in Ponyville, at least Luna feels relieved at how nicely things are all moving along and falling into place. _Maybe, just maybe I have a chance to truly put things right._ She does a quick roll in the air by folding in her wings and spinning sideways. Joy is such a good feeling.

Tyler and Sylvaan finished burying the two changeling attackers, loaded up his cart and left crystal spring rest. Tyler is pulling his cart and Sylvaan walked beside him. He had convinced her that she could defend him better unharnessed. It was the only reason she would let him pull it. As they walk along the up-hill climb lessened. The land is leveling out but the forest is as thick and full as ever. Tyler does his best to tell Sylvaan how to react to meeting other creatures and ponies, even if they look to be a threat. Sylvaan listens but there still seemed to be some sort of inner conflict going on within her. Halfway through the day Sylvaan stops listening and joins the conversation, taking it in a new direction.

"Tyler," she says, "where I come from nothing could harm me and I was very different from how I am now. When I ran into that tree I damaged myself. I never felt anything like that before. Was it pain?"

Tyler looks at her and says, "You don't know what pain is?"

"I only know of the concept of it. I was responsible for ensuring others received it but I never experienced it for myself. What I felt today, I did not enjoy it." she says, still managing that sweet soft tone of hers.

Tyler shakes his head and says, "Yes that was pain. That's what living things experience when they get hurt or injured." He pauses, looking at her then continues "What were you?"

Sylvaan answers, "Something very bad from somewhere I will not return to. I am different now. Your healing water and this new form have changed me. I feel so many new things as a mare. Things I don't understand, things I feel physically and things I feel inside. How can I feel things inside when nothing is even touching me?"

Tyler does not understand Sylvaan's statement. "Can you describe it to me? I don't understand what you are trying to say."

Sylvaan stops walking, prompting Tyler to halt as well. She tilts her head upward and a little sideways, clearly thinking and trying to reason out a description. "When I ran into that tree, that was unpleasant. That was pain, right?"

"Yes," Tyler answers.

"Then when you said that me harming Princess Luna would have hurt you," Sylvaan continues, "I felt that unpleasantness inside my chest. I felt pain inside without anything touching me. How is this possible? What is it?" Tyler realizes what she is trying to describe. Sylvaan was trying to describe an emotion. Emotional pain. It was emotionally painful to her that she almost had done something that would have hurt Tyler. Tyler felt so sorry for her. She was battling to understand something unknown to her. He thinks to himself, _Oh no. I'm the wrong pony to try to explain emotions to somepony else._

Sylvaan is expectantly waiting for Tyler to answer while Tyler has a small internal fit of panic that shows outwardly as a pained, forced smile. He collects his thoughts and tries his best to explain it to her. "What you feel inside is an emotion. Emotions connect one living creature to another, non-physically. Emotions can influence action. The thought of harming me made you feel hurt yourself, and that's because you care about me. Do you still feel it now?"

"Yes."

Tyler fires up his magic and unharnesses himself from his cart. Thinking of how Noisome Mist made him feel with a simple hug he walks up to Sylvaan and says, "This is a good way to share emotional caring," as he grabs her around the neck and hugs her tightly while placing his head on her shoulder. Sylvaan feels that confusing emotional pain fade from within her chest. It is replaced with a pleasant sense of comfort. Tyler releases her and steps back feeling a bit awkward for being so forward with a mare that wasn't Noisome Mist.

Sylvaan looks radiant, that inner conflict gone. "It is gone," she says calmly as she looks at Tyler, relief evident in the expression on her face. She smiles at Tyler as she jumps over to the pull cart. "OK, my turn to pull," she says flatly, leaving no room for a protest from Tyler.

"OK Sylvaan," he says. "Let's make up some lost time." He jumps up on to the pull cart and looks at Sylvaan with a smile of coyness. Sylvaan looks back at him as he uses his magic to harness her up to it. Sylvaan is thrilled to see where he is.

With a powerful surge forward Sylvaan breaks in to a smooth pace. Tyler enjoys the breeze tossing through his mane as they clatter swiftly along the path. The scents of the forest highlight the experience as they shift softly from piney resins to rich earthy scents. Gazing up at shafts of light slanting through the massive pine trees Tyler thinks of his special somepony. _Mist would love this forest,_ he thinks to himself. _Some day I'm going to bring her here and we can have some fun exploring it._

Tyler looks forward to Sylvaan quickly pacing along and is captivated, watching powerful muscles glide smoothly below a sheet of dark green fur that has a metallic sheen. He sighs and for some reason his thoughts drift back to Noisome Mist and him swimming in the lake that first night in Ponyville. He had a feeling then and he had it now. He is becoming a more confident pony!


	20. Gryphon's Gate

**Part 10. Gryphon's Gate.**

Thanks to Sylvaan's speedy pace they made up lost time and then some. They had also passed a few gryphons walking the trail as well, a good sign they were getting close to the village. One of them had whistled and called out, "Hey, looking good! Stretch those legs, hot stuff," as he got a good look at Sylvaan pacing quickly by. Tyler had rolled his eyes and chuckled at this. They were not even in town and Sylvaan's looks had already gotten attention. Sylvaan locked her gaze on him with ears straight up. She turned her head, staying orientated on him as she passed, smiling brightly at him.

Tyler's thoughts were tinged slightly with worry, would Sylvaan be able to handle going into a village full of creatures she might perceive as threats to him? Would she react and turn it into a battle ground or would she listen to his advice and use caution and moderation? He hoped it would be caution and moderation. She had just passed a gryphon who made a snarky comment and she seemed to enjoy it. Then again, it was hard to tell with Sylvaan. She had sounded very pleasant and looked kind and happy as she brutally ended the lives of two changelings. She did not seem capable of expressing anger through normal visible cues. Time would tell. Tyler was confident Sylvaan would abide by his guidance.

They round a wide curve in the forest trail and the trees abruptly end. They emerge onto a level tableland cleared of all trees. Fields and pastures stretch away toward an impressive walled village. All the buildings are made of the same dark stone as the surrounding wall. It is quite a sight to behold. The forest path leads across the fields and pastures right up to a large arch built into the wall. A solid looking double door made of heavy wood barred with iron stands open at either side of the stone arch through the wall. Gryphons can be seen tending to the fields and flying about over the village. To Tyler's surprise he also sees a few pegasus ponies, earth ponies and unicorns as they near the village gate. "Hey Sylvaan," Tyler says, "slow up a bit. We don't want to alarm anyone by entering town at a flying pace." Sylvaan nods her head and drops down to a leisurely walk. Tyler looks at her. She has been keeping the pace all afternoon and is not even sweating. Her breathing is deep and measured, but not labored. Tyler thinks to himself. _What an amazing mare you are, Sylvaan. I wonder what you were and where you came from before I awoke and restored you?_

As they walk beneath the stone arch in to the village a lot of eyes follow them. They stop in a small plaza that is paved with smooth stone and has a large fountain in the center. Tyler hops down from the cart and unharnesses Sylvaan. She immediately scans all the creatures in the plaza, looking intently but pleasantly at each one. Tyler sees this and says, "Relax Sylvaan they just want to see who has come to town. I bet more than a few are admiring you. You are easy on the eyes, you know."

Sylvaan has stopped her scan of the gryphons and ponies in the plaza and looks at Tyler and says, "I don't see a dark soul here. This is so strange to me. I like it. I like being a mare." Just then a handsome and strong looking earth pony approaches Sylvaan.

"Hello beautiful. Welcome to Gryphon's Gate. My name is Cory and you are?" His tone is gentle and sincere.

"Mare Sylvaan," she answers. "My friend Tyler and I are here to meet a gryphon. Would you know of him? His name is Raziel."

Tyler is stunned. Not only had Sylvaan been listening to his little lectures on moderation and meeting new folk but she has just taken the lead in greeting a stranger. She has also done a passing fair job of being pleasant. Maybe this would be OK. Maybe things would work out after all.

Cory is nodding his head and says, "Sure, everyone knows Raziel. He is well-liked in the village. If you like I can show you and Tyler to his home." Cory is looking at Sylvaan, obviously taken with her beauty.

"That would be helpful, Cory," Sylvaan says pleasantly. "Lead the way."

Tyler starts to harness himself to his cart and notices the creatures in the plaza start to wander off hurriedly. Cory notices this as well and looks around. A large and powerfully-built gryphon has just walked in through the stone arch. "Um...I can't help you right now..." Cory says as he too hurriedly leaves the plaza. Sylvaan looks at the black and grey gryphon approaching Tyler and herself. She turns to face him, her pale green eyes locked on to him.

Tyler hears her say, "He's dangerous." He remembers what happened the last time she said that and quickly tells her, "No killing, Sylvaan. We just got here." Sylvaan looks at Tyler, her ears turned slightly out to the sides and her eyes narrow. She inhales and lets it out in a sigh of resignation. She blinks her eyes and nods to Tyler, saying nothing. But Tyler notices muscles tense up under her smooth dark green coat.

"I am well-acquainted with bullies and by the look of him I'd say he is the village pro." Tyler says quietly to Sylvaan so as not to be heard by the approaching gryphon. Sylvaan is silent but her eyes are locked on to the gryphon, watching his every move. Tyler tries to say something as the gryphon comes to a stop before them. "Hi..."

"Shut yer yap, pony boy," the gryphon says in an experienced forceful tone "You are lucky I don't pound you into a stain on the plaza for being so close to my new mare friend." Tyler has an instant flashback to all the bullying he had endured in his younger days. Anger flares in him as he fires up his magic, but before he can do anything he hears Sylvaan's sweet and calm voice.

"Tyler don't become like him. You know better." Tyler releases his concentration and his magic fades. Sylvaan has once again surprised him. He is coming to believe that Sylvaan is not only very beautiful and deadly but also a lot smarter than she lets on to be. He is tempted to tell her to go ahead and have at this gryphon bully but it will still set a bad first impression of them in Gryphon's Gate.

The gryphon looks smugly at Tyler and says "Now you run along little hay burner, I have some fun times planned for this green and black filly." The black and grey gryphons voice is overflowing with confidence and smugness. Tyler sees Sylvaan smiling brightly at the gryphon as she nods her head up and down quickly. She glances at Tyler and with a shift of her eyes motions him to move off aways. Tyler thinks, _OK this is getting weird. A strange gryphon bully is making lewd insinuations to Sylvaan and she is going along with it._

He moves off with his cart to the edge of the plaza and hears a voice. "That's Axle. Your friend is going to get hurt."

Tyler Turns to see Cory the earth pony, the one that had greeted them when they had arrived. He is peering from around the corner of a building. "I'm sorry," Cory says. "Axle is a brute and a bully. No one will stand up to him. He just does whatever he wants." Tyler motions for Cory to come over to him. Cory cautiously does.

"Axle might be in for a surprise," Tyler says to Cory. "I am not sure what Sylvaan is going to do. I'm still trying to understand her but whatever it is I don't think it is going to be romantic."

Sylvaan is staring at Axle with wide welcoming pale green eyes. "Promises are soft and easy, big dark gryphon" she says pleasantly to him. "Action is what is hard to fulfill. I will make a deal with you. Let's have a test of strength. If you win I will willingly indulge you in whatever it is you have in mind. If I win you will leave my friend Tyler alone. OK? Surly a big strong gryphon is not afraid to take on a pretty and gentle earth mare?" Sylvaan finishes sounding innocent and mild.

At this comment Axle the gryphon laughs. "HA! HA! This will be a snap! I accept your challenge. I"m going to make you bleed in more ways than one today, hot stuff. No one stands up to me," he says loudly and gruffly, then continues, "lets even have an audience. Hey!" he shouts "All you lightweights hiding around corners come on out and watch what happens to somepony who dares to challenge Axle the gryphon."

From around corners and down side alleys a small group of creatures slowly wander back into the plaza. Most are gryphons but there are three ponies as well. Axle sees their fear of him and it makes him stand tall, emboldened. "So, mare...?" Axle pauses, waiting for a name.

"Sylvaan," she says.

"Whatever," he says dismissively. "What is your challenge?"

"I will foreleg wrestle you on the corner of the fountain. You pin my leg, you win. I am yours willingly." Sylvaan says calmly and sweetly. "If I pin your leg, I win and you leave Tyler alone." Axle laughs "Pffft. ha ha ha. It must be true what they say about gorgeous fillies," The gryphon says. "If you think you can beat me at foreleg wrestling you are as dumb as a post. I accept."

Axle and Sylvaan take their positions sitting opposite each other with the corner of the fountain acting as a dividing structure between them. The watching crowd stands a bit away, leery of getting too close to Axle. Fetlock flexes and wraps around a talon'd eagle's foot. Tyler walks up and says to Sylvaan, "Moderation, Please." She looks back at him innocently with the slightest of smiles.

"Hey get away, loser" Axle says to Tyler. "In about 3 seconds she is going to be all mine to ride hard and put away wet."

Tyler frowns at the lewd comment. He looks at Sylvaan, who nods her head slowly at him and smiles, showing her teeth. She was enjoying this. "OK," Tyler says, stepping away from the two contestants. "GO!"

Axle applies his strength, trying to bend Sylvaan's leg outward. Sylvaan applies her strength trying to bend Axles leg inward toward the water of the fountain. Axle is slowly forcing Sylvaan's leg outward and downward. Tyler watches from a distance, worried. Axle chuckles at her "I have such a wonderful night planned for you, gorgeous," He says smugly to her.

Sylvaan looks back at him, expectantly happy. "Oh how intriguing that sounds," she says "I must ask Tyler what it is that you have been alluding to." Axle is close to pinning Sylvaan's leg. He glares at her with a greedy lust in his eyes. Then he feels a solid force applied to his. It feels hard and immovable. Sylvaan begins to force his leg upward and then inward. Axle now finds his leg straight up at the starting point. Sylvaan looks gently at him, no sign of strain from her effort.

Axle looks at Sylvaan, confusion and fear showing in his eyes. Sylvaan applies more inward force and starts Axle's leg moving down toward the horizontal. Just as she pins his leg flat on the edge of the fountain with her hoof and his talon'd eagles foot suspended over the water she says, "What was that you said about beating me? I forget...Oh wait I remember..." she says quietly and sweetly. "...You said it would be a snap!" and on saying that she flexes her fetlock joint a little more while applying a quick downward force and snaps the bone of Axle's leg cleanly on the stone edge of the fountain. Axle screams in agony and surprise. Sylvaan does not release him and continues to hold his broken leg down at an odd angle. The gathered crown gasps in amazed shock and backs off a little more.

"Shh...I'm doing you a favor." She leans in close to his eagle head and lowers her sweet and calm voice. "What you are feeling now is pain. I just recently got to experience it for myself and it is not enjoyable. Where I come from there is a place for you. There pain a thousand times worse than what you feel now awaits you if you persist in your ways. It is never too late to change and make amends for your misdeeds. I've met a dark mare just recently who has. You should thank Tyler for this favor. I was just going to kill you and send you on to your eternal agony. If you attempt revenge in any way on Tyler or this village I will visit you again." Axle is filled with terror, he sees the truth of Sylvaan's words reflected back at him in her pale green eyes. He feels an ice cold chill pass through him as Sylvaan releases her grasp of his foot.

Sylvaan hops up merrily and trots over to Tyler and Cory. "I won!" she says cheerily.

"Sylvaan, you broke his leg!" Tyler says, aghast.

"Yes, you said not to kill him. I didn't." Cory is standing looking at Sylvaan. The tan earth pony with the light brown mane and tail stands motionless in disbelief.

Tyler says to Sylvaan, "Look at Cory, he is afraid of you now. That's why I keep telling you you have to use moderation. How will you be able to fit in if everypony is terrified of you?"

At this point Cory trots over to Sylvaan and hugs her tightly around the neck. "You are the best, Sylvaan! We wont have to dodge Axle anymore. Thank you!" he says, overwhelmed with joy.

Tyler rolls his eyes up and says, "Never mind. It looks like you may have just earned a fan club now." he says as he sees all the gryphons and ponies that witnessed the match slowly walking up to him and Sylvaan. They all had looks of relief and gratitude on their faces. The last to approach was Axle the gryphon, hopping on three legs and carrying a broken right front foreleg. He hobbles up to Tyler under the pale green gaze of Sylvaan.

Axle looks at Tyler and lowers his head, quietly and solemnly saying, "Thank You."

Tyler looks to Sylvaan and asks, "What did you say to him? I saw you talking to him."

"I told him the truth. I told him you saved his life."

The sun was setting. Sylvaan and Tyler were more than welcome in Gryphon's gate as it was to late to go to Raziel's home, so Cory showed them to the inn while some other nice gryphon helped a now repentant Axle to the doctors to get his leg set. The inn keeper honored Sylvaan and Tyler with free lodging and dinner for ending Axle's bullying ways. Sylvaan and Tyler enjoyed fresh carrot cake and apple fritters, washed down with something called sassaparilla. Both of them enjoyed the rooty ticklish drink immensely. "I'm bringing some of this back to Mist and Ditzy!" Tyler had said. "This is so good!"

After dinner Tyler and Sylvaan go to their room. The room is of a cozy size. The stone walls are appointed with a few tapestries showing scenes of gryphons flying over the village and fields. Wood beams support a wooden ceiling, all in all it has a welcoming feel.

As Tyler looks about he sees with surprise there is only one large bed. As he is contemplating what to do about this situation Sylvaan trots over to it and hops up on to the soft surface. She immediately lays down and stretches her neck out, rubbing her head back and forth. "Mmm, ahh," she sighs, and promptly rolls on to her back, her four legs suspended over her and bent at the knees. Tyler feels the base of his ears growing warm in an embarrassed blush. "Oh this is so much better than the cold hard ground," Sylvaan says with a relaxed sigh "Ahh... Tyler come join me. I enjoy this soft bed."

Tyler gasps then turns and runs out of the room, firmly shutting the door behind him. He stands in the hall his heart pounding and feeling the burn of his blush not only around his ears but spreading down to his cheeks. He is panting shallowly with anxiety as he notices the gryphon inn keeper looking at him questioningly. "You two love birds have a fight?" he asks in surprise.

Tyler is caught off guard and starts to stammer "Oh...ah...no, um I'm not... she isn't...were not. Arrh...I just met her!" He finally gets out. The gryphon gives him a sly look and chuckles.

"Wow you're one lucky pony. She is quite the catch. What are you doing standing around out here for?"

Tyler has a pained expression on his face and smiles awkwardly. "There is only one bed!" He says in a cracked voice. The gryphon gives him a dubious look, laughs and walks away shaking his eagle head.

* * *

Sylvaan hears the door close firmly and rolls her legs back under her. She sees Tyler is gone. She looks at the closed door and tilts her head sideways in confusion. "I haven't done anything. Why did Tyler run out?" she thinks as she has a strange sensation start to form in her chest. This is something new to her. Tyler had tried to explain it before but she still cannot grasp the concept of emotional pain. She sighs and tries to ignore it. She turns around to face the door and lies back down. She watches the door expectantly. She knows Tyler is just on the other side.

Tyler slowly recovers his composure, standing in the hall. He starts to talk quietly to himself. "Come on, Tyler. Sylvaan is your friend. She doesn't understand emotion that's obvious. Don't run out on her when she needs you. She said she was not trying to steal you from Mist. Trust her. Besides you don't love her, you'fre responsible for her. Go be a good friend." Tyler's little discussion with himself calms his nerves and he turns and opens the door, reentering the room. Sylvaan is looking at him from the bed. He sees that same look of inner conflict on her face that she had after the encounter with princess Luna.

He walks over and sits down on the floor facing Sylvaan. "I'm sorry I ran out on you," he says guiltily "You're not the only one who has trouble with emotion. It's just...the way you were lying on the bed...you know..." This is so awkward for Tyler. He feels his ears getting warm again, but tries to continue. "You know you're a...a...a mare right? and I'm a... uh...you know a colt..." Tyler finally gets it out and watches Sylvaan as she seems to have an epiphany.

She opens her mouth as the concept of what is wrong becomes evident to her. She starts to giggle and look apologetically at Tyler. "I am sorry, Tyler. I never had a physical body before. It just didn't occur to me that I am now capable of the things that mares can do with colts. I am sorry, I know you are spoken for. I get it now. I know the physical things that are done but have never experienced them." Sylvaan's whole expression brightens as she starts to say, with a bit too much enthusiasm, "Oh... I like being a-"

"OK!" Tyler says, stopping her. His whole head now warm with a blush. "I know. I see you understand now. You can stop."

Sylvaan sees how uncomfortable Tyler is with this topic and smiles at him and says, "OK, Tyler I just learned something from you. Thank you. I would not come between you and Noisome Mist. I am your friend and ...hey wait, that's what that gryphon, Axle, was alluding to?" Sylvaan pins her ears back and looks slyly to the door while saying in her sweetly calm voice, "I should have ripped his leg clean off." Tyler smiles at Sylvaan's attempt at humor, or is it? She is so hard to read.

It is now late and Tyler is tired. He has pulled the cart half the day. He looks at the large soft bed. Sylvaan sees this and says, "I will sleep on the floor Tyler. I want you to have a good night's rest." Tyler sees in his memory Sylvaan rubbing and rolling on the soft bed. He knows she was enjoying it. He stops her as she attempts to get off. "You can stay," He tells her. "This bed is plenty big enough for the both of us. Just make sure you keep to your side." Tyler finishes with a hint of a warning to his tone. Sylvaan eagerly turns around and flops down on her side of the bed. Her eyes close as she snuggles her head into a soft pillow. Tyler lies down with his back to her. The soft warm bed works it's magic on him and he drifts off to sleep.

* * *

It's the fifth night Tyler has been away. Noisome Mist has been happily enjoying her new-found freedom from worry. The night Tyler had left she had been ambushed by Rainbow Dash, Applejack and Twilight Sparkle. Although the event had been traumatic for her, in the end it had turned out better than she could have ever dreamed of. She made some new friends, discovered she was not a danger to anypony and Princess Luna made sure they all knew her story. Luna also revealed how it was her fault Noisome Mist was in the present and changed like she is. Mist smiles to herself as she watches the last of the sun disappear and she becomes solid. She thinks of what a fine job she did putting in a good word for Princess Luna after Luna left and the others in the barn woke up. All of them agreed with Mist that Luna was a good Princess and none of them held anything against her. They agreed that sometimes things happen that are beyond anypony's control, and that maybe they happen for a reason.

Since that night Mist has kept to her normal routine of staying out of sight by day but had been enjoying company at Tyler's in the evenings. One night it had been Applejack. Applejack had cooked Mist some of the best apple brown betty Mist had ever tasted. It was also the first apple brown betty Mist had ever tasted but that did not matter. AJ assured her it was the best in all of Equestria.

Another night Ditzy had come over and the two of them had played games. Mist had proven to be a master at a matching game. Fifty cards with twenty five different images were placed face down and the object of the game was to match like images. Two cards were turned over at a time, if the images matched the pony who matched them picked them up, if they did not match they were turned face down again. If Mist saw an image she never forgot it's position. Mist easily won once she saw enough images to know where their matches were. Ditzy was thrilled for her. They had a good time that night and Mist even learned more about Equestria because all the images on the cards had something to do with the history of Equestria.

Tonight is special though. Apple Bloom, Sweetie Bell and Scootaloo are coming. Mist loves the young fillies like they were her own. It was because of them she had spent so much time out at the apple farm and ended up getting ambushed. That had been a blessing. It had shown Mist she was no danger to anypony.

Mist stands outside Tyler's home, watching as two of the young fillies come prancing along with the third pegasus filly following behind riding a scooter that she powers with her wings. The pegasus filly is also pulling a wagon behind her. It is filled with something that is securely covered from view.

When they reach Mist there are lots of giggles and hugs spread about. They love Mist as much as she loves them. Turning to the wagon Mist exclaims. "What have you brought me?" with the same excitement the three fillies were overflowing with. "You'll see," says Scootaloo as she parks her scooter and takes off her crash helmet. Sweetie Bell and Apple Bloom pass by Mist, giggling as they pull the little covered wagon into Tyler's home.

Once all four of them are in Tyler's living room, Apple Bloom walks over to the wagon and says, "Ready, Mist? We got all this just for you because you're our favorite..." She pauses as she grips the covering in her teeth and pulls it off swiftly as all three of them cheer, "ARTIST!" Mist looks at the wagon with it's contents now uncovered. She sees some rolled up canvas, a bunch of round containers, a pile of wooden slats and an assortment of brushes. She tilts her head questioningly as the three young fillies bounce excitedly up and down. The brushes are the only things she recognizes.

"What is all this?" she asks them sweetly.

"You'll see," Says Sweetie Bell as she fires up her horn's magic and starts to assemble the wooden slats into a large frame. Scootaloo and Apple Bloom go about pushing furniture around, making a clear space along one wall. Mist watches them with a mixture of joy and pride filling her heart.

As she watches the filly's work together she wonders what Tyler is doing and her thoughts drift off. "I bet he is in Gryphon's Gate surrounded by strangers and sleeping in some cold drafty inn, all alone and sad." _She thinks, If only I had known I wasn't a danger to anypony a day sooner, I could have gone with him._ Something is shaking her and calling her name. She snaps out of her thoughts to see all three young fillies staring at her with concern.

"Are you all right, Mist?" Apple Bloom asks.

Mist smiles sweetly at her and answers, "Yes of course, I was just thinking of Tyler, that's all."

The three fillies look relieved. Sweetie Bell speaks up, "Well here you go."

"Yeah!" says Scootaloo "Noisome Mist's art studio, ready for you to paint an awesome picture!"

Mist looks at the large frame Sweetie Bell had assembled. It now has the white canvas stretched tightly over it and pinned securely. It sits on a supporting frame that holds it at just the right height and angle to work on. To the right of the blank canvas is Tyler's low table arranged with brushes and the now opened containers of paint. Mist has never seen such vivid colors. There are the three primary colors of red, yellow and blue, plus black and white. Mist looks to Scootaloo, Apple Bloom and Sweetie Bell. They are smiling widely at her as in one voice they say, "Paint something, Mist!"

Mist looks worriedly at the blank canvas and then to the array of brushes and colors. "I don't know if I can, sweethearts," she says a little timidly. "I...I don't remember how to."

"Of course you do," says Apple Bloom. "You made us that picture in our club house and that was just with chalk. Please... Just try. You can mix the paint to make any color. That's what the board is for." Apple Bloom points out a flat board on the low table.

Mist picks up a brush in her teeth and stares at the blank canvas. She starts to say through clenched teeth, "I can't think of anything. I don't remember what to d..." She doesn't finish her sentence. Her eyes seem to become unfocused as she stares at the canvas. Memories in the form of emotion begin to take control. She turns her head to the right and dips the brush into first one color then another, making little pools of them on the mixing board, cleaning the brush between each color. The three fillies sit and watch silently, amazed. Ancient muscle memory fueled by pure emotion now control Mist's movements. Once she has set up the paint palette she turns her attention to the canvas and starts at the center, making brush strokes and changing colors. Just as in the clubhouse she is working in a dream state. The three little fillies watch in awe as beautiful images began to slowly appear. They also feel a strange sensation tickling through them. It feels as if they are anticipating something exciting, something wonderful. As they continue to watch and follow Mist's movements they notice her eyes seem to glow slightly with their ice blue color. They can hear her softly humming some little tune. The tune sounds supportive and also a little sad.

Four hours pass as Mist painted in her dream state. Sweetie Bell, Scootaloo and Apple Bloom never moved from their seat on Tyler's couch. They watched her, mesmerized. They were held transfixed by the magic happening right before their eyes. Mist finishes with one final brush stroke. She drops the brush to the floor as she leaves her dream state and becomes fully aware once again. She is overwhelmed at what she sees before her and staggers backward into the couch where the three fillies sit. She plops down on her haunches and sits, staring in silence at the now vibrant canvas. She can just make out whispering from behind her as the three fillies trade comments. "Wow look at how beautiful that is..." Sweetie Bell whispers.

"Yeah..." says Scootaloo, at a loss for any other words.

"They are all memories," Apple Bloom says in awe. "They are Mist's memories," she finishes.

The four of them sit in silence looking at a beautiful collage of five separate images. Slowly a soft sound is heard by the three fillies. They gather around Noisome Mist who is still sitting on the floor looking at her painting. She is softly sobbing as tears gather in her eyes. "Whats wrong, Mist?" Apple Bloom asks in a gentle and questioning tone as she puts a foreleg over Mist's withers. "That's a beautiful painting. I've never seen anything like it." Sweetie Bell and Scootaloo chime in and agree with Apple Bloom.

Noisome Mist sniffs back a tear and wipes her eyes with her forelegs. "I'm OK, fillies," Mist assures them. "These are images from my journey to Ponyville."

Mist begins to explain each of the images which are arranged as one large central image surrounded by four smaller images at each corner of the canvas. The four smaller images blend gracefully into the main central image. "The central image is when I first saw Tyler. I was on a hill, and Tyler was flying and having fun with his wings. As I watched him my heart soared with him. The smaller image in the upper left hoof corner is when I met Simon the gryphon. He was the first creature I spoke with since I woke up in the desert waste lands. He sheltered me under his wing that night. The one in the upper right hoof side is..."

"OH! OH! I know," Apple Bloom excitedly interjects. "That's at the farm the night you were ambushed and Princess Luna showed us your story in a dream. You look like you are making Luna happy with that hug."

"Yes," says Mist. "Princess Luna is a good friend and has been watching over me for a while now. She felt terrible because she thinks she is responsible for what happened to me. I was comforting her."

"What about this one?" Scootaloo asks, pointing to the image in the lower right hoof corner.

"That's the first night I arrived in Ponyville with Tyler," Mist says a fondness evident in her tone "Tyler and I went swimming in the lake. It was so much fun. Tyler went under water and was gone for so long I began to get worried he drowned. When he surfaced laughing at me, I charged at him and sunk him once more. It was the first time we ever played together in simple fun."

Sweetie Bell walks over to the painting and is looking at the image in the lower left hoof corner. "OOH wow!" she says in a hushed tone. "Who is this? He's cute and looks our age. Where did you meet him Mist? I never saw him around Ponyville." All three filly's are now looking at the picture in the lower left corner of the painting. It is a head and neck portrait of a young sable colored colt looking bright and handsome with his white mane, and forelock. His dark emerald green eyes seem to sparkle. They look to Mist and notice she has tears once again in her eyes and a distressed expression on her face.

"I don't know," she says sadly. "I don't remember ever meeting him."

"But you painted him," says Apple Bloom "You must have met him somewheres."

"I think he may be somepony I lost in the past," Mist says sadly. "I don't know though. I only have one memory and it's a lullaby. Ill sing it for you if you like." All three fillies nod their heads excitedly. Sweetie Bell moves in close to Mist, joining Apple Bloom and Scootaloo.

Mist steadies herself, takes a deep breath and closes her eyes. She starts to hum the tune first, and then starts to sing:

 _"Rest little brave one I'll keep you secure, I'm right here beside you, a heartfelt gesture."_

 _"The wind and the storm they shall pass us right by, The morning will come when the sun fills the sky."_

 _"The nighttime shall pass as we rest here as one, Warm and secure, just a mare and her son."_

 _"No pony wanders this world all alone, A mothers love follows wherever you roam."_

 _"So keep my words running around in your heart, and morning will come and we'll make a new start."_

Noisome Mist finishes her lullaby. She has twin streaks of tears down her cheeks from her closed eyes. Scootaloo uses her forelegs to wipe them away, hugging Mist after doing so. She feels a warm tingling sensation spread from her forelegs into the rest of her body. It surprises her and she lets go of Mist and looks at her and the other two fillies worriedly. Mist smiles warmly at Scootaloo and says reassuringly, "I'm not dangerous to good ponies, Scootaloo. Please don't worry."

Apple Bloom nods her head hugging Scootaloo saying, "She's tellin' the truth, Scootaloo. It's OK." Scootaloo relaxes, she does feel better. "Hey Mist," Apple Bloom says "That was a beautiful lullaby. It sounds like whomever you once sang it for was probably your son, also when you were painting you were humming that tune."

"Maybe it's a good thing I can't remember," Mist says solemnly. "If I could remember and I did once have a son I would miss him terribly."

Sweetie Bell sees the somber tone of the night growing and quickly tries to lighten the mood. "Hey Mist," she says, "I have a good idea. Once this painting dries we should wrap it up for Tyler. It would be a great welcome home present!"

"But what about the sable colt?" Mist asks.

"What about him?" Sweetie Bell says. "I think he is cute and he looks good on the painting. A little mystery to the art makes it even better."

Mist smiles, happy at Sweetie Bell's idea and enthusiasm. She looks to Apple Bloom and Scootaloo, who are both nodding in agreement. "OK," Mist says. "That's a great idea. Tomorrow night come back and we will wrap it up and hide it."

Mist says enthusiastically. "Now I think it is time for you three to all go home and get to bed. I will go with you and make sure you all safely get home."

The three young fillies squeal with joy at the thought of Mist accompanying them on their way back to their homes. Scootaloo seems to be flexing her wings and looking at them suspiciously.

Noisome Mist and the three young fillies all leave Tyler's home. They happily trot the path back to town, well except for Scootaloo who is buzzing her wings while powering her scooter. She is doing laps around the others and laughing and giggling about something.

As they get further away from Tyler's home, the last thing that is heard from the group is a loud and excited " YES! Ah ha ha ha!" from Scootaloo.


	21. Making Choices

**Part 11. Making Choices.**

Morning dawns and Tyler is half conscious, lying on the comfortable bed, lazy dream images drifting through his thoughts. Noisome Mist is massaging his back and shoulders as he watches a candle flicker in it's holder on his night stand. "Mmm, you're so good at that, Mist," he mumbles in his not fully awake state. "I'm so glad you found me. No pony else ever cared about me like you do. I'll never leave you alone again. You make every thing better, even the dark things. Mmmm...magic hooves," he mumbles again as a pair of forehooves work gently up and down his back. Then things begin to clarify as he awakens more from his comfort induced waking dream. Reason starts to return to him and he wonders when Mist got here. He opens his eyes and raises his head to look over his shoulder to see her.

All his morning dream stupor vanishes in an instant as he sees Sylvaan looking pleasantly back at him. Before he can say anything to her she tells him, "I'm on my side. You moved over here last night. It was so nice to hold you while you slept. Then this morning I wanted to make you relax so I thought I'd give you a little massage. I hope you enjoyed it, besides, you looked so tense. Also I enjoy listening to you talk in your sleep. You talk a lot about Noisome Mist. I look forward to meeting your Special somepony. We can all be together and happy." Sylvaan ends her little monologue, sounding innocent and sweet.

Tyler has a fluttering and uncomfortable feeling in his chest as he rolls upright and scrambles out of bed. A tightness now grips his chest and a wave of nausea hits him. As he stands with his legs braced outward so as not to fall he begins to pant shallowly and shake. Sylvaan sees his distress but has no idea or concept of what a panic attack is. "Tyler what's wrong? " Sylvaan asks with gentle concern to her words.

He says nothing, lost in his own thoughts of what might happen to Noisome Mist when she meets Sylvaan. It hadn't occurred to him that Sylvaan would go home with him. He thought she was just protecting him during his travels in the north. His thoughts reel, how could he explain her? What would Mist think of him? What would she think of the beautiful earth mare that was protecting him? His thoughts spin rapidly out of control. The room begins to spin as well. Sounds begin to fade out and little sparks show up in the edges of his vision as he finally passes out and falls to the floor.

* * *

Sylvaan watches Tyler stagger and fall to the floor. In an instant she is at his side. Awash in strange new feelings, she picks him up and hugs him to her chest as she sits on the floor. "Tyler, what's wrong? Wake up." There is true worry in her voice. She had just been enjoying the feeling in her chest that giving him a massage had awakened in her. It had felt soft and close. Now a new feeling replaced it. She is worried for him and that feels open, exposed and helpless. The physical form of a mare is proving to be a challenge for her. The things Tyler had called emotions are strong and hard to ignore.

Sylvaan feels helpless as she holds Tyler's limp form close to her. She notices he does not even appear to be breathing. "Tyler please, wake up," she says, the worry in her voice foreign to her own ears. Looking down she notices his heart shaped glass vial hanging across her foreleg. She gently lays Tyler out on the floor and carefully removes the glass vial from his neck. "This is what helped me," she says in a whisper. "Time to return the favor." She holds the vial in the crook of one front pastern and uncaps it with her lips. She then pours half of whats left on to Tyler's shoulder. Sylvaan quickly recaps the glass vial and once again cradles Tyler to her. Tyler gasps in a large breath of air, then another. He is breathing again. Slowly he lifts his head and comes to.

"Where am I?" he asks, dazed. "Why am I on the floor. What happened?"

"You passed out and were not breathing," He hears from behind his ears. He notices he is again being held by Sylvaan. Then the morning all comes back in a flash and he starts to pant and shake all over again. "Tyler please stop it," he hears Sylvaan say in a pleading tone, her soft voice adding to its sincerity. "You're safe. I don't know whats wrong with you."

Tyler gets angry at himself and the anger calms his panic attack. He collects his thoughts and while Sylvaan still holds him he says, "It's you, Sylvaan. I am terrified that if you come home with me you will harm Noisome Mist. I want you to come with me. I like you a lot. Like a big sister I never had, but I think you would be a danger to Mist."

Sylvaan hugs Tyler tighter and says reassuringly to him, "I would never harm the filly you love. I would protect her as I protect you. Tyler, I don't lie."

"I know, you wouldn't do it on purpose. Mist is different. She..." Tyler stops, lost as to what to say, not wanting to reveal Mist's ability, but knowing Sylvaan would find out anyway when she meets Mist. "Look, the sun fades Mist to immaterial, like a ghost. If you come into contact with her when she is like that I think you would harm her. Her body is sensitive when she is like that. It rips darkness from creatures. With what I saw you do to those changelings and Axle the gryphon I think there is a lot of darkness in you." Tyler's voice breaks up as his emotions fill it. He continues speaking through tears and sobs. "I think it would overwhelm Noisome Mist. I saw her get overwhelmed by a large timber wolf she passed through. She died at my hooves...strangely, after two hours she came back to life but I don't want to go through that again. What if next time she doesn't come back. I couldn't take it. Sylvaan, I'm scared. I don't know what to do."

Tyler hangs his head and just tries to relax his anxiety away, Sylvaan comforting him is having a positive effect. He is enjoying the contact of another pony, especially one that cares about him. He knows Sylvaan is struggling with emotions that are unknown to her but at least she is getting compassion right. Maybe she does not have the darkness in her that he is so worried about.

"I know what you should do, Tyler." Sylvaan says decidedly. "You...and I, should have breakfast. Then go and meet Raziel and make your trade, then start for home. I can see how badly you miss Noisome Mist. So stop your worrying about Mist and I meeting. I will stay away if you want me to."

"No, Sylvaan," he says, still filled with emotion. "I don't want you to stay away. I like you...A lot."

"Then we will cross that bridge when the time comes," Sylvaan says. "For now just concentrate on the things we have to do here. Things will work out. They have so far, haven't they?" She lets go of Tyler. Tyler gets up and notices that he has a warm and tingling feeling. A feeling of happiness. He looks for his heart shaped glass vial but it is not around his neck. He feels a little panic as he starts to cast his gaze about looking for it. Sylvaan holds up a foreleg with the vial dangling from it. Tyler sees it and grabs it with his magic and returns it to it's place around his neck. As he does this he notices it only has a little left in it.

"SYLVAAN!" he says sharply to her.

But before he can continue she says, "You fell to the floor and weren't breathing, Tyler. I didn't know what to do. That stuff restored me so I used a little on you. It got you breathing again," she says, her tone soft and apologetic.

Tyler sees genuine concern in her pale green eyes, so he wraps his forelegs around her. "That's what it's for. To help others. You did the right thing Sylvaan. I'm sorry I was upset with you. It's just that what is in the vial is very precious to me."

Sylvaan looks at the vial around Tyler's neck and asks, "What is it, Tyler?"

He smiles warmly at her. "Pure life energy. Love in a bottle."

* * *

They pack up the stuff Tyler had brought to the room, head down the hall to the dining area and have a nice breakfast of warm oat bran mash provided by the inn keeper and make their way outside to retrieve Tyler's pull cart.

Tyler is surprised to see Cory waiting for them. Sylvaan goes right up to Cory and rears up, coming down gently on his shoulders with her forelegs on either side of him. She gives him a good squeeze and says cheerily, "Hi Cory! Did you miss me?"

Cory, caught off-guard, starts to stutter a greeting. "Um...Ahh...Hey Sylvaan, Tyler. Good morning to you both." Tyler chuckles to himself, glad to see he isn't the only pony Sylvaan can get to come unglued. She is like a filly with a new toy. She is testing her emotional responses to other ponies and it looks like she enjoys this one. Poor Cory is at a loss as to how he should react to a gorgeous mare giving him such an intimate embrace out of the blue.

"Well?" Sylvaan whispers in to his ear as she still holds him in her embrace.

"Wha...What... What well?" Cory still stammers. Tyler is pleasantly amused at Cory's falling apart. The strong looking earth colt had seemed so confident when he first talked to Sylvaan yesterday. Now she has him fumbling for words like a young colt at his first Sadie Hawkins dance.

"Did you miss me?" Sylvaan whispers again into Cory's ear.

"Ah... Sylvaan, w..why..."

Tyler is on the verge of a laughing fit so he says to him, "Cory, just say yes."

"Yes," Cory says to Sylvaan tentatively.

Sylvaan releases Cory and returns to her own four hooves. She gives Cory a shoulder bump that makes him scramble for balance. "Ha ha! I knew it!" Sylvaan says happily "I Like being a mare."

Cory looks to Tyler Questioningly. Tyler shrugs and says, "She had a good night's sleep I guess. Now you understand what I said about her yesterday. I'm still figuring her out."

As Cory leads the way to Raziel's, Sylvaan walks beside him. They share small talk and little laughs. Tyler pulls his cart along behind them thinking how Sylvaan had been unpredictably dangerous around creatures like the changelings and Axle the gryphon and was now unpredictably social among good ponies and gryphons. He likes this new trait in her. Emotion is doing her good. He compares how she was when she first walked into his campsite in the forest. She seemed flat, unemotional and worn down then. Now she seems exuberant and full of energy, learning to be alive. He suspects Mist's energy from the tears were more than a little bit responsible for the change. He also thinks he might have something to do with it as well. He let her into his heart like a cherished sister, now she is reflecting that outwardly. He smiles in satisfaction as they reach the home of Raziel.

Cory bids farewell to Tyler and Sylvaan. As he walks past Sylvaan he watches her suspiciously, ready for some unexpected embrace or other sort of physical contact. Sylvaan makes no move and just looks at him serenely. Cory feels a little disappointed as he walks back toward the village center. He kind of liked the unpredictable nature of Sylvaan. He stops and says to himself ,"Two can play at that game Sylvaan. I can be unpredictable too." He spins around and runs back to Sylvaan and quickly kisses her square on the lips. He pulls back and looks her in the eyes with a bright expression, smiling widely. "He he he he he!" he giggles, and sprints off away from her.

Sylvaan stands surprised with a crooked grin and looks to Tyler and questioningly she says "Tyler?" Her look is one of divided decision.

"Oh no," he says. "I'm not involved in that. You started it with that embrace of yours and whispering in his ear. As I see it you have two choices. Forget it and stay here with me, or you can go after him and see where that leads. If you go after him don't...um...hurt him. I will be fine here with Raziel. Well...?" Tyler asks. Sylvaan's ears twitch randomly back and forth. It is evident to Tyler she is experiencing more unknown emotions. She looks down the street to where Cory had run off.

"I'll be back by noon," she says as she trots off into the village after Cory. Tyler hollers after her, "Cory is a good colt. Don't hurt him!" Sylvaan looks back at Tyler over her shoulder and gracefully nods her head.

Tyler stands in front of Raziel's home. It is an impressive stone structure. A small arched doorway is flanked by a larger one with double doors that are made of carved wood. Tyler goes to knock on the smaller door but before he can the larger double doors swing open outward. "Tyler, my good colt," Raziel says warmly "Welcome, come on in. I see you made it here just fine." The older gryphon stands looking at Tyler and his pull cart. He is quite the striking figure. His brick red body and jet black wings made him look rugged. He has a crest of black feathers on his head and halfway down his neck that give him an air of importance. "Bring your cart in, and lets get the business end of this visit out of the way. I am overjoyed at this visit my friend. I want to hear some stories of how you have been since the last time we met in Ponyville. As I recall I gave you some cloud bands so you could walk on the clouds like the pegasus ponies. Are they satisfactory?" Raziel says, getting a lot of pleasantries out of the way.

"Yes. Of course Raziel, they work perfectly!" Tyler says "Thank you again for those."

Raziel motions for Tyler to follow him into a back room. Tyler unharnesses himself from his cart, using his magic to close the double doors and follows Raziel into the back room. Raziel first uncovers a rectangular wooden box. In it are main flight feathers from gryphon wings. Tyler's eyes sparkle, looking at the array of colors. "I have enchanted the whole case of feathers against deterioration. Take the whole case Tyler, It's my gift to you." Raziel says "Now look over here," he continues as he walks to a slightly larger wooden case. Raziel grabs the wooden cover and removes it. Tyler instantly thinks of a coffin as he looks at the shimmering of white bones that fill it. "There should be enough ancient dragon bone here to make all the main parts and load bearing spars for your wings." Raziel says in a conspiratorial tone. "Make your wing set out of these and you will not be able to break them my friend."

Tyler scans the bones with analytical eyes. He can see how each part of his new wing design can be cut and shaped from the large and long bones in the crate. His old infatuation of flight is sparked anew in him. He hasn't flown since the crash that should have killed him. That crash had brought Noisome Mist into his life. She had saved his life when her tears healed his pierced heart and broken off horn. "So what have you brought to trade Tyler?" Raziel asks, snapping Tyler out of his thoughts. "I had to call in a few favors to get enough of these old bones." Raziel finishes.

Tyler glances sadly at his front hooves and says in a disheartened tone. "I couldn't think of anything of great magical properties. I only have one thing to trade. Maybe it's not even valuable." Tyler walks to his cart and using his magic he opens the hidden compartment and removes something slim and wrapped in cloth. He floats it over to a workbench and lays it down. Raziel comes over and looks at the bundle with a mix of skepticism and curiosity.

"Oh...What is it Tyler? Don't keep me in suspense. I'm old you know."

Tyler uses a fore hoof to unroll the cloth and there lies his old horn. Raziel's eyes flash wide open in surprise. "That's a unicorn's horn" Raziel says with shock and wonder in the tone of voice.

"Yes it is," Tyler says solemnly. "Is it of any value to you?" He asks.

Raziel ignores Tyler's question and asks. "Where and how did you get that?" Raziel's question is tinged with a bit of anger.

"That's a story for later," Tyler says firmly "Is it valuable?"

Raziel continues in anger. "I don't want anything you killed somepony for Tyler. I don't want anything you may have robed from a grave. I'm ashamed of you. I thought you were a good, decent pony!"

Tyler stops Raziel "Look, the only pony that almost got killed was me. The only grave that got robbed was mine, because I'm not in it. That's MY horn. Is it worth anything?" Tyler says firmly, visibly unsettled.

Raziel looks at Tyler with skepticism. "Tyler, I can see your horn on your head," he says flatly. "I saw you use it to close the doors and retrieve this horn from your cart, so I know it is real and yours. I also know if a unicorn loses his horn it doesn't grow back. So don't lie to me. where did you get this horn from?"

"I will tell you the whole story if you will just answer me. Is a unicorn's horn valuable?"

Raziel sighs, shaking his head "Of course it is. A unicorn's horn contains a lot of residual, usable magic. They are very hard to come by. Unicorns when alive wont part with them for obvious reasons and when unicorns pass away... well, ever wonder why a lot of them get cremated or buried in secret? Yes, grave robbers. Now where did you get it?" Raziel finishes exasperated at Tyler.

Tyler smiles. "So we have a trade?" he asks confidently.

Raziel looks sternly at Tyler. "Not if you killed or robbed for it."

"Yes!" Tyler shouts. "It's a deal. I did not kill or rob for it. Help me load up my cart and secure the crates. Then have I got a story to tell you." He says with enthusiasm.

Tyler and Raziel load the crates into the pull cart then secure them. They cover the load with a tan canvas tarp. Tyler is giddy with the thoughts of new hi-performance wings. Raziel can see this and is happy for him as well. Once the cart is secured for the trip back to Ponyville the two friends go up to Raziel's study.

Tyler is impressed with the large study. There are wooden cases full of books lining two opposing walls. They flank a large fireplace with iron dragon figures holding the andirons. A massive iron chandelier with wyvern figures hangs form the central beam of the vaulted ceiling . The wall opposite the fireplace faces south and has a large and ornate stained glass window that has beautiful scenes of Equestria and it's inhabitants enjoying the world around them. "Wow Raziel," Tyler says in honest awe. "This place is amazing."

"Thanks, now let's have this story of yours, Tyler, and you better not have built up my interest and curiosity for nothing."

Tyler and Raziel get comfortable on plush seats opposite each other and Tyler begins to tell him his part of the story from when he crashed and Noisome Mist saved his life to the point he kissed her on the cheek and left for Gryphon's Gate. Tyler left out all of the scenes that Princess Luna was a part of. Luna is special to him and she is special to Equestria. He takes guarding her confidences very seriously.

Tyler had started telling his tale at 9am when they had entered the study. It iss now 12:45 by the hands of the big floor clock aside of the fireplace. Tyler has finished his story and Raziel is looking at him with charmed enjoyment. "So," Raziel says in a thoughtful and metered tone "Your special somepony, Noisome Mist, is quite unique. You say her tears healed your pierced heart and restored your horn. That's alicorn caliber magic or maybe even stronger." As Raziel speaks his eyes are looking at a heart shaped glass vial banded in silver hanging around Tyler's neck. "I assume what is in that vial are the tears of Noisome Mist?" He asks Tyler. Raziel has used deductive reasoning. "What would you trade for what's left in it?" Raziel asks.

Tyler is surprised. "I cant...I wouldn't...It keeps her close to me. I only use it to help others in need. I would never sell it or trade it away. It's pure life energy. As such I think it should only be given. Never sold or traded." Tyler says this with pride thinking of Noisome Mist, then...Sylvaan. Where is she?

"That's is a very wise statement, young Tyler" Raziel says. "You should keep the properties of Mist's tears a secret. Many would seek to abuse this gift of hers." A small chime sounds from somewhere and Raziel looks to the stairway leading to the small door that opens onto the street. "Your friend has returned, Tyler. I'll let her in."

The door opens and Sylvaan comes trotting excitedly up the wide steps. One look at her and Tyler can tell things are going to get uncomfortable for him. Sylvaan stops and fixes her pale green eyes on Raziel. Raziel feels a strange sensation briefly, like he is falling backwards, then it is gone. Sylvaan dismissively turns from Raziel and looks brightly at Tyler. "TYLER!" she says with a wonder filled tone to her sweet and quiet voice "I really, really, like being a mare! Cory showed me-"

Tyler yells, "STOP! Sylvaan. I don't want to hear this." (Raziel perks to attention at hearing Tyler say the name Sylvaan)

Sylvaan continues sweetly. "But... Cory showed me twice!"

Again Tyler stops her. "Stop! Please, Sylvaan. It's nice you two hit it off so soon but could you just enjoy and keep the details to yourself, please! You know how I am." Tyler's voice is showing his distress at such an emotional topic.

Sylvaan smiles wryly. "Oh yeah. I'm sorry Tyler but now I am definitely never going back! I really, really like-"

"Yeah I know. please stop now. This is uncomfortable for me." Tyler says as he looks pleadingly at Sylvaan. He is starting to feel his heart pound and his ears get warm with a blush. Sylvaan nods her head to him and walks over to him. Once there she rubs her head on his shoulder.

"Sorry Tyler," she says quietly. "I will get you home to Noisome Mist. I know now how she misses you."

Tyler relaxes and asks in a hushed tone, "You did not hurt Cory did you?"

Sylvaan answers in just the same hushed tone. "No Tyler, Cory is just fine. Although strangely he fell asleep with a peaceful expression on his face after the second-"

"OK! I get it" Tyler cuts in.

"I like haylofts a lot now, too!"

Raziel is following Tyler's and Sylvaan's discourse with amusement. He knows how sensitive to emotional displays Tyler is and it appears Sylvaan does too, and is having fun making Tyler sweat. Although it seems to him she knows just how far she can go with it. He smiles and speaks up, changing the topic. "Tyler, can you tell me about this gorgeous mare friend of yours? She has quite the unusual name. I've only heard that name used once. It described an entity from-" Sylvaan snaps around so fast and faces Raziel that he stops mid sentence. Sylvaan's pale green eyes are fixed on him as she slowly and ominously turns her head back and forth, warning him not to finish his sentence.

Tyler sees Sylvaan's defensive stance and speaks up. "Sylvaan, what's wrong? Raziel is a good friend. Don't threaten him."

Sylvaan's mind seems to click into a new mode and she warmly says, "Tyler go and get your cart. It's getting late and you must meet the train in a day and a half. I will meet you in the street shortly. I will not harm your gryphon friend."

Tyler thinks of the train and home. Noisome Mist's kind smile fills his memory and he says, "OK, Sylvaan. You have a good point." He looks curiously at her. She knows that Raziel knows something about her and she stopped him before he could give it away.

Once Tyler has left the study Sylvaan turns her attention back to Raziel and walking up to him she says, "I am not that anymore." Her tone is soft and gentle. "Tyler used some sort of life energy contained in a heart shaped glass vial to restore me and give me this form. He awakened me as he passed by, carrying that vial. Because he is equine I was awakened as a mare. He used some of the contents of that vial on me and I became a true mare. I feel things now, I have emotion now. I am alive because of him. I adore Tyler and I will protect him as I will protect his mare Noisome Mist. I belong here now. But you should know...I have no remorse for sending dark souls to where I come from. You have nothing to fear, there is no place there for you. Don't worry about Tyler or Noisome Mist, they are quite safe with me." Finishing her little speech Sylvaan extends one foreleg to shake with Raziel. Raziel tentatively takes her hoof in his eagles foot and shakes. Sylvaan grabs him with both front legs and rears up on to her hind legs bringing Raziel up with her. She hugs him gently and whispers into his ear, "Thank you for taking good care of Tyler. He has taught me moderation." With her good by complete she releases Raziel and smiles warmly at him, then she trots down the steps and joins Tyler in the street.

Up in his study Raziel slowly shakes his head in amazement and whispers to himself.. "Incredible! Those tears do more than just heal. They have changed an entity of hell into a caring pony. I must meet this Noisome Mist some day."


	22. A Pleasant Ride

**Part 1. A Pleasant Ride**

Down in the street Tyler is waiting. He has harnessed himself to his pull cart. As Sylvaan joins him he asks, "What made you react so defensively to Raziel? He was just talking."

Sylvaan answers sweetly and matter-of-factly, "He knows something about me and was just going to tell you. I did not want him to."

Tyler sighs and looks disapprovingly at her. "So that's why you stayed behind. To threaten him? Sylvaan, he is a good friend of mine." he says in an irritated tone.

"No Tyler, I did not threaten him," she replies. "I told him he was wrong and then showed him." Sylvaan looks to the doorway as Raziel appears. He glances at the two of them and appears a bit cross.

"SO, that's it Tyler? You're just going to walk off without even saying goodbye? Your friend Sylvaan at least had the common courtesy to give me a hug goodbye." Tyler is suddenly downcast. He has been so distracted thinking about going home and seeing Noisome Mist he has overlooked simple courtesy.

"Oh!... I'm so sorry, Raziel" he says, embarrassed. "You know how distracted I can get. Thank you so much for all your help and these new materials. I'm in your debt. Goodbye my old friend." Raziel nods to Tyler in acceptance and then slowly runs a fore foot down Sylvaan's neck to her withers. "Incredible," he says to her. Sylvaan looks approvingly at him, enjoying the contact. "Goodbye, my friends, have a safe trip home," Raziel says.

Tyler takes his first step forward. He smiles happily knowing he is now one step closer to Noisome Mist. One step closer to his special somepony and home.

On the way out of town Tyler stops at the inn and sends Sylvaan in to buy a case of sarsaparilla. She disappears inside and after a while comes out carrying a small wooden case by a heavy canvas strap. Tyler uses his magic and uncovers a corner of his cart, storing the case safely, and recovers the cart. "Mist and Ditzy are going to love that and I can't go back without bringing them something special," he says to Sylvaan.

Sylvaan looks slyly at Tyler and says "What? I'm not special?"

Tyler knows for sure this time she is trying her hoof at humor. He says "Oh, you're special all right Sylvaan. They will be surprised by you. That is a given for sure." Tyler smiles smugly at her, not showing his teeth.

They pass the fountain in the plaza and several gryphons wave to them, saying goodbye. They pass through the stone gateway and look one last time at Gryphon's Gate as they walk away through the fields. They are halfway between the start of the forest of giant pines and Gryphon's Gate when they hear somepony calling them. A tan earth pony is running full speed to catch up with them. "Sylvaan! Tyler! Please wait." he calls.

Tyler stops, Sylvaan turns to face Cory as he comes in at a full gallop and slides to a stop. "Hi Cory, have a nice nap?" Sylvaan asks. Cory is panting hard from the run but manages a blush all the same.

He catches his breath and finally says "Why are you leaving so soon? I want to get to know you better," his question directed at Sylvaan.

"Cory, I'm going to Ponyville with Tyler." she says kindly. "If you think of anything else you need to show me that's where you can find me." she says her soft voice now tinted with enthusiasm. "and I think you got to know me fairly well this afternoon." She adds with a grin.

Tyler's mouth drops and he shouts, "Sylvaan!" Cory turns his head blushing hotly.

Sylvaan smiles and continues. "I like you, Cory. I don't know why you choose to live here with the gryphons. I'm going to live in Ponyville, with ponies. If you want to get to know me, that's where you can find me." Sylvaan walks up to Cory and whispers something in his ear. Cory's face brightens and he stands frozen. Sylvaan then kisses him tenderly on the lips. "Lets go, Tyler, before handsome here snaps out of it."

Tyler laughs and picks up an easy pace as Sylvaan matches his stride in mirror image. Cory is still gazing after them smiling with a tear in his eye as they reach the forest.

Tyler looks to the side at Sylvaan. She is still mirroring his pace. To him it looks like a dance. She is definitely experiencing a pleasant emotion and enjoying it. "I don't even want to know what you said to Cory," he says to her. "But I have the feeling we will be seeing him again."

Sylvaan nods her head up and down twice to the rhythm of her pace and says. "That would be nice. Cory needs a home, you know. He is all alone in the world." Tyler glances at Sylvaan in curiosity. "What? We talked a lot, really."

Tyler smirks. "I can imagine,"he says flatly. "If I believe you, and I do, you have only been a mare for - what? Four days tops, and you manage to connect with somepony just like that? Must be nice," he says with a hint of irritation.

Sylvaan looks at Tyler with clear understanding. "I just follow what I feel Tyler. This is all new to me but it seems easy if I just let the emotion guide me. Am I doing it wrong?" She asks honestly.

"No, I'm the one who's been doing it wrong, I think. I put the barriers up and kept others away. I never followed how I felt. I denied my emotions. Noisome Mist changed that. She changed me." He pauses and stops his pace. Sylvaan comes around and faces him. Tyler looks deep in to her eyes and continues. "Noisome Mist changed you too."

"But I haven't met her," she says, confused.

"This vial around my neck," Tyler says. "Its contents restored you, changed you. Do you want to know what is in it? Well I'll tell you. In it are the tears of Noisome Mist. My special somepony cries tears of pure life energy. I thought they just healed creatures but I see now they also make them better in other ways. When you first walked into my campsite I could feel evil energy radiating from you. That's all gone, now. I just want to be honest with you, Sylvaan. So now you know, you have Noisome Mist's energy in you too. I saw it when you injured yourself. It healed you. She healed me as well. Now I have to forget all the things I taught myself. I have to be like you and follow my heart and emotion. It is so hard to, though. At least I know Mist is there for me. I know she is waiting for me to return and I can't wait to just hold her."

Tyler is crying now and Sylvaan listens as she feels her heart filling with a new feeling for Tyler. She wants to see him together with Noisome Mist, reunited and happy. Sylvaan has just learned compassion for another. "Listen, Sylvaan," Tyler continues. "You can't let her know what her tears can do. It's a promise Princess Luna made me make. Luna says she has to learn it for herself. I hate that promise, but I trust Princess Luna. She has her reasons."

Sylvaan goes to Tyler and even though he is in his harness hugs him around the neck. She puts her head on his withers and closes her eyes tightly clearing away tears of her own. "Lets keep going Tyler," She says soothingly. "You can talk more when we camp tonight. After that we have one day to meet the train." She rubs his back and can feel his stress easing. "I have never been on a train but it should be enjoyable. Lets go."

Tyler once again picks up a pace and the giant pines silently watch them pass by.

* * *

Princess Luna has been diligently searching for a reference to the name Sylvaan. She stopped by the Ponyville library and asked Twilight Sparkle if she had ever heard, or come across the name. Twilight searched through volumes of her books but could offer no help.

Luna then had gone to the Canterlot archives and searched through the massive card catalog hoping to find a mention of the name Sylvaan. She again found nothing. She was getting frustrated with herself. She knew she had heard it a long time ago but the details of the memory eluded her. Then she has some inspiration and exclaims, "Tia!" She smiles hopefully. "Tia paid more attention in her studies than I did. She might know the name. I'll go ask her."

Princess Luna goes to the Canterlot castle and waits patiently while Princess Celestia finishes a meeting with some dignitaries from across the eastern sea. When the meeting is done a castle guard opens the door and announces "Princess Luna to see you, Princess Celestia," in a formal tone.

Luna walks by the guard and quietly says to him, "That's not necessary sergeant, we're sisters you know." Then she gives him a smile and a wink. Walking past him she extends one wing slightly and runs the tips of the outermost feathers across his cheek. The guard smiles sheepishly. A lot of the castle ponies are still a bit wary of the Princess of the night.

"Tia!" Luna says happily. "So nice to see you, sister."

"Likewise Luna," Celestia says. She is still so happy to have her sister back and whole again.

"Tia, I have a question for you. You paid more attention back when we were in school, so maybe you will remember. I heard a name and I know I have heard it before but I can't place it. Does the name Sylvaan sound familiar to you?"

Princess Celestia pauses thoughtfully then replies, "That's an archaic name. It does sound familiar but I don't remember where I encountered it either. I can tell you that if something is archaic or strange there is an author that lived over a thousand years ago that chronicled that kind of information. Look in the ruined castle's library for ancient tomes by Kore Tillenghast. I'm curious Luna, where did you hear that name recently?"

"Oh, I had a run in of sorts with a mare, it was her name. She seemed kind of special," Luna answers, sounding thoughtful and concerned.

"Well." Celestia says sounding curious. "Let me know what you discover. I am curious now as well." Luna nods to her sister and begins to leave. Princess Celestia approaches her sister and hugs her tightly to her with one wing. "I am so happy to have you back Luna," she says to her with affection.

Luna rubs her cheek against her sister's. "I am so happy to be back, Tia."

As Luna walks out past the guard he is still smiling sheepishly at her. Luna uses her magic and pulls his helmet down over his eyes.

This playful gesture eases the sargent's tension and gives him a new perspective on the Princess of the night. He is certainly going to have the most interesting conversation tonight at the barracks mess hall. Maybe the rest of the castle guard will be seeing Princess Luna in a new light as well.

* * *

Luna has been searching through the ruined castle's library for hours now. She sees the sun setting and stops her searching. She climbs the crumbling steps of the tower that held her own chambers long ago. As she climbs to the top old memories drift lazily back to her. She thinks of how foolish she had been back then. How utterly selfish the fight with Celestia had been. These thoughts do not bring her remorse though. Instead she feels pride in herself. She feels proud at how far she has come. At how much better a mare she has become and most of all at how good a job she is doing at making amends for her past misdeeds as Nightmare Moon. She steps out on to the old balcony and as the sun disappears below the horizon she concentrates on her magic and raises the moon.

She stands a while, enjoying being bathed in ethereal silvery light. A light that robs things of their color but not their sparkle. As she turns to walk back into her old room she notices a sparkle from a darkened corner. A shaft of moonlight is passing through a hole in the wall, a hole blasted there during her old fight with her sister Princess Celestia. Luna walks in and finds a pile of collapsed rubble and roof timbers. There is something glinting from beneath the stones. The moonlight has found it's way through the cracks at just the right angle to make something sparkle and catch Luna's attention.

Luna fires up her magic and begins moving debris out of the way. When she finishes she finds an old and heavily bound book. It is still in remarkable shape. It's cover appears to be some kind of thick pressed fiber and it is bound by gold bands and sealed with an ornate clasp in the shape of a dragons head.

Written in gold leaf on the cover is the title. **AN EXPLANATION OF TARTARUS. (RE: Hell and it's nine levels)**

Under the title and engraved in the gold band is the name of the author: BY: Kore Tillenghast.

At reading the cover and seeing this ancient book Luna's memory kicks in. She remembers why it is here and not in the library where she had been searching. Luna's thoughts return to when she was a young filly.

As a young filly her parents had wanted to teach both her and Celestia how to avoid evil and dark energies that always seemed to tempt youngsters. They had given this book to them to study so that they would know what awaits those tempted by darkness. Both Luna and Tia had not liked the images in this book or the things it told of. It frightened them as youngsters. One night Luna took the book and hid it in the vaulted ceiling of her room thinking that now they would not have to see it again. When her parents wanted to know where the book had gone Luna told her first lie. She said she did not know where it was. That somepony must have taken it away. Luna lied to her parents and she lied to her sister when Celestia had asked her if she had gotten rid of it.

Luna feels a sharp pain in her chest as she looks at the book before her. All of her memories of this one incident have returned to her. The sharp pain is just the echo of a memory as well. She had felt it long ago when she had lied to her parents and now she understood what it had meant. That was the moment her heart had been divided, the moment Nightmare Moon was born. A lie to her loved ones had let the darkness in. This was a loose end of her past that she had forgotten. The part that had started it all!

Luna laughs out loud, "Ah ha ha ha ha! It all started out so small." She says, finally seeing how all her troubles began. "Now I can put it all to rights. I'll bring this book to Celestia and tell her the truth I had forgotten. That I took the book and hid it and then lied about it." She smiles as she shimmers and takes on her nightmare form. "Never again will the darkness control me. I control it!" she says firmly.

Luna uses her magic to light two old lanterns and starts to skim through the book looking to see if the name Sylvaan is in it. She tries not to look at the horrid images portraying the nine levels of hell and skims over the text not reading it, but only looking for the name Sylvaan. She passes through the chapters about the levels and does not see it. A little relief is showing in her as she starts to skim through the last part of the book.

Luna's heart sinks and a chill runs through her. Her dragon eyes have stopped skimming the text and are looking at the name Sylvaan. She backtracks to the title of the chapter to read it. "Oh no!" she she gasps reading it.- : Entities of dark energy, hells enforcers.

"Oh No! Tyler." She sighs remorsefully. She has a sick feeling growing now within her. She skims quickly back past strange names and descriptions to the name Sylvaan and reads it slowly and with a growing dread. She reads,-

 _Sylvaan: A shadowy entity of hell that travels among all nine levels. Consisting of formless dark energy it's purpose is to ensure the souls trapped within the levels experience their own personal agonies that they created while they were alive to the fullest extent. It feels only enjoyment which it derives from the sorrow and suffering of the souls it torments. Also known as a traveler. This entity is very cunning and intelligent, although it's knowledge is only on an intellectual level having no form to experience emotion or physicality. It is one of the most dreaded enforcers of hell as it is relentless in fulfilling it's purpose. It thrives on sorrow and suffering._

"Gahh!" Luna cries as she drops the book from her magic's grasp. "Poor Tyler! I left him with that thing. I must warn him, if it's not too late." Luna once more grasps the book in her magic. She closes it and fastens its latch. Thinking of the mayhem Sylvaan could unleash upon Equestria she says, "Sylvaan cannot get to Ponyville. She cannot stay in Equestria. I must send her back!"

Holding the old tome in her forelegs the black and powerful form of a nightmare flies swiftly back to Canterlot. In the dark of night nopony sees the silent form glide gracefully into Celestia's chambers through her open balcony doors.

"Tia! Wake up!" Luna says loudly as she shakes her sister with a forehoof. Celestia awakens with a start to see a nightmare looking at her intensely. Luna had not released her powerful black form.

"AHH!" Celestia calls out in surprise as she scrambles out of bed. "Luna! for Equestrias sake, You must stop startling me with that form."

Luna smiles a toothy grin and chuckles. Then she gets serious. "Celestia, I remember everything now." Luna says, talking quickly. "I hid this book because it frightened the both of us," she says, showing the book to her sister. "Do you remember it? It tells of Tartarus. The nine levels of hell, the entities that dwell there. I hid this book then lied to our parents about it. I lied to you, too. That lie is what divided my heart, that's what created Nightmare Moon in me. A lie to my loved ones. I'm sorry." Luna is still talking feverishly fast and sounding impatient to get to the point. She continues, "Look Tia, here's the book. Sylvaan is in it and it's not good. She is with Tyler right now. I have to warn him." Luna uses her magic to float the book over to Celestia "I still don't like what is written in that book Tia, but I think you should keep it. I must go, Tyler is my friend and I left him with an entity from hell. I hope I'm not too late already," Luna says with a slight panic to her voice and before Princess Celestia can think things through the powerful form of Nightmare Luna has turned and disappeared back out into the night.

* * *

Tyler and Sylvaan finish making their camp site for the night and sit side by side watching the small orange sparks from the fire float lazily upward in the still night time air. There is silence between them as Tyler's thoughts drift away to home, and Mist. Sylvaan too is lost in thoughts. Images of the nine levels flash through her memory. They bother her now and she wishes she could forget them. She thinks of Cory and of how kind and understanding he had been. These thoughts chase away the memories of the nine levels and she feels a soft calm come over her. She looks at Tyler. His eyes are half closed as sleep is overtaking him. As Sylvaan watches him he starts to lean toward her, his eyes closing more. Sylvaan smiles and makes ready to support him. She is pleased at the thought that she is going to get to hold him tonight as he sleeps. Tyler slumps over into Sylvaan's waiting embrace. In his dream Noisome Mist hugs him gently and kisses his cheek as he falls into a restful, comfortable sleep.

Tyler feels a slight damp chill on his back and warmth on his head. Through his closed eyes a brightness grows, a shaft of early morning sunlight has found it's way through the labyrinth of the tree branches to fall on his head. The light rouses him from a restful sleep. He opens his eyes and rolls his legs under him but does not rise. Looking around his little camp site he sees through a bluish haze of early morning mist. A single strand of smoke rises from the camp fire, a ghost of a once warming and welcoming fire. His pull cart sits ready for it's continuing trip home. Shafts of sunlight slant through small pathways in the forest canopy, their presence made more visible by the morning mist. It is beautiful, but there is a hushed silence to it as well that is ominous. There are no sounds, no morning birds calling a welcome to a new day. Tyler jumps to his hooves and casts his gaze about. Sylvaan is gone. Tyler has a crushing loneliness hit him, an emptiness that comes on so quickly he staggers backward a few steps. "SYLVAAN!" he calls out as loudly as he can, and with a bit of emotional pain reflected in his pitch. The forest of massive pines absorb his call. There is no echo and the flat toneless quality tells him his call did not travel far.

Tyler starts to look about for her hoof prints. He finds a set leading away from camp and follows them a short ways into the forest. There he finds the signs of a struggle. As he investigates the roughed up ground he sees some tufts of dark green hair, some shiny black hair and one broken off pointed tooth. There is also some blood staining the hair and ground. Tyler looks at the shiny black hair and the pointed tooth and clamps his eyes shut against the tears. "Luna?" he sobs. "No...why?" He envisions Princess Luna in her nightmare form once again confronting Sylvaan. The pointed tooth that lies broken off on the ground does not bode well for her.

As Tyler sits sobbing on the ground and still refusing to open his eyes he hears something dropped with a soft thud on the ground beside him. Then a soft cheek rubs against his and he hears a familiar soft voice say, "It's all right Tyler. You're safe now. She won't be bothering sleeping ponies anymore." It is Sylvaan's voice.

Tyler's thoughts begin to race. _Oh no,_ he thinks. _What did Sylvaan just drop aside of me_ , as he remembers her tearing the wing off the gryphon/changeling. In his thoughts he sees a shiny, black and feathered wing. He cringes as an image of Princess Luna flashes through his thoughts. "Tyler come, get up," Sylvaan says gently. "We have a train to meet, we're going home."

Tyler's heart is pounding, eyes shut tight, as he whispers to Sylvaan, "What did you do?" The weight of the loss of Princess Luna is already bringing him unbearable sorrow.

Sylvaan answers cheerily, "A large shadow bear came to camp last night. She wanted to eat you, They hunt at night, you know. I made her go away. I did not kill her Tyler, but she will be avoiding ponies from now on." Sylvaan says pleasantly and matter of factly. "She got in a lucky swipe on me but I'm fine now so lets go."

Tyler slowly opens his eyes to see Sylvaan cheerily looking back at him. He glances to his side and sees his saddle packs full of fresh picked blueberries and raspberries. It was these that had made the soft thud aside of him. "Look, I found us breakfast," she says with a smile.

The wave of relief Tyler feels is very welcome and he gets up and wipes away his drying tears. He gives Sylvaan a quick hug as she is asking him "Why were you so upset?"

Tyler answers "I saw your hair, the black hair and a sharp broken-off tooth and blood." I thought you and luna had had a fight again."

"Tyler, " Sylvaan says calmly, "I don't want to hurt Princess Luna, she is your friend and she has redeemed herself. She no longer has a place where I come from."

Tyler looks at Sylvaan and says, "You always mention 'coming from somewheres'. I know it must have been a bad place but you don't want me to know and you know what Sylvaan?... I don't want to know. I see what you are now and that's all that matters to me."

Sylvaan opens her mouth in silent happy surprise as she stares at Tyler. Being a living mare has it's challenges but oh pony, she is enjoying them.

"OK cutie," Tyler says with a crooked grin. "Let's get going and you might want to close your mouth before you end up eating a fly instead of berries." Sylvaan closes her mouth but can't keep the happy and elated smile from returning. As they head back to the campsite Tyler uses his magic to pick up the broken off tooth of the shadow bear. "I'm keeping this Sylvaan." he says as in his mind he plans on making it into a pendant for her.

It's day seven of Tyler's little adventure. A lot has happened on this trip. They eat the berries Sylvaan picked. They are sweet and delicious. After finishing them off Tyler comes to a realization. Each berry he had eaten had been delicately picked by Sylvaan. She was not a unicorn and did not have magic to pick them with. Which meant each one had been in her lips. The thought of that made him feel a little odd. He glances at Sylvaan, "Ahh, how did you pick those berries?" he asks timidly. Sylvaan just smiles at him. "Yeah that's what I thought... Um, Oh well. They were great. Thanks." Sylvaan nods happily to him.

Packed up and on the path again Sylvaan is pulling the cart and Tyler is trying to mirror her pace as she had done with him the day before. It is harder than she made it look. Tyler keeps losing the rhythm. As he paces along his thoughts are wonderful. He loves Noisome Mist and can't wait to hold her and tell her so in no uncertain terms. He loves Sylvaan too, but in a different way. She is a true friend, solid and dependable, also gorgeous. He knows Cory will be missing her. She has gone from being a quite disturbing apparition to being an incredible and fun mare in the matter of four days. Tyler feels honored to continue to show her the ways of good ponies. He had worried that he had unleashed something terrible on Equestria. It is turning out to be just the opposite. He feels a thrill go through him as he realizes it was because of Noisome Mist and the example she set for him and the wondrous energy her tears contained. Overflowing with good feelings he laughs out loud, "Ah ha ha ha!... Sylvaan, we're going Home!"


	23. Following Trails

**Part 2. Following Trails**

Princess Luna, using her nightmare form to fly faster, wings her way northward in the night time sky. She is heading to Gryphon's Gate hoping to find Tyler and warn him that Sylvaan is an entity from Tartarus / Hell. She is distraught over leaving him with such a dangerous being. She is angry at herself for not having studied that book long ago. If she had studied it she would have recognized the name Sylvaan and been able to warn Tyler the night she had first checked in with him. Also she would not have hidden it and lied to her parents. Her heart would never have been divided between light and darkness and she would never have become Nightmare Moon. She is dispirited as she sees so many paths of misfortune that lead back to her and that one little lie she told so long ago. Now she is determined to stop this path of misfortune before it goes any further.

It's noon of day seven as Luna approaches Gryphon's Gate. She concentrates and releases her nightmare form. She has been flying hard for over twelve hours now and she is exhausted as she lands in the plaza with the fountain. She goes right to the fountain and drinks deeply of the cold clear water. Her thirst is so great she does not even notice the small crowd of gryphons and ponies that gather around her.

She finishes her drink and raises her head and notices the crowd staring at her a bit nervously. Princess Luna takes a breath and addresses the assembled creatures. "Citizens of Gryphon's Gate," She says formally. "I have come to ask for your help."

"Hey," an old gryphon cuts in. "Aren't you the mare in the moon?"

"Yeah," another voice calls out. "You are Nightmare Moon. Why should we help you?"

Luna sighs and hangs her head. It seems memories are long when it comes to Nightmare Moon. Raising her head Luna continues, "Friends, please listen. I am no longer controlled by my own darkness. I am not Nightmare Moon. I am Luna, the Princess of the night. Please, I need your help," she says in honesty.

The crowd relaxes a bit and listens as Luna speaks clearly. "I am looking for a grey unicorn colt with a black mane and tail. He is accompanied by a beautiful dark green mare, with a shiny black mane and tail." She pauses as she sees recognition of her descriptions in the faces surrounding her. "The unicorn's name is Tyler," she continues, "and the mare's name is Sylvaan. I must find them. Has anyone here seen them and do you know where they are?" The crowd is quiet as they glance back and forth among themselves. No pony or gryphon wants to speak up first. It feels to Luna as if they are protecting their information. She knows it is because of their mistrust of her. "Please..." Luna says once again. "I need to find them. Tyler is my friend and Sylvaan..." She trails off trying to read the crowd. If she says the wrong thing they will not help. This she can see plainly because no one here seems afraid or nervous at the mention of Sylvaan. Luna makes a quick decision and stays neutral about Sylvaan. She continues, "I am familiar with Sylvaan. So can anyone tell me where I can find them?" She adds a gentle grace to her tone of voice as she finishes.

The gathered ponies and gryphons relax more. Half of them start to wander off, going back about their daily routines. Luna feels dismayed, also very tired. A young female gryphon approaches Luna and says with a shy reverent bow, "Princess Luna, the village is very grateful to Sylvaan and Tyler. We consider them friends to all of us. Sylvaan ended the reign of a bad gryphon bully."

Luna quickly has a flashback to what she had seen Sylvaan do to two changelings and nervously asks, "And how did she do this?"

The young gryphon smiles and says "She made him look weak in front of a lot of us, then broke his foreleg. After that she said something to him that nobody could hear. Now he is no longer a bully and is helping others and being nice. It's so strange."

Luna is now confused. Sylvaan had once again been brutal to some creature, although to a lesser extent and with a positive outcome. She thinks to herself, _What are you playing at Sylvaan? What dark and sinister plans are you making? Whatever they are I won't let you finish them. Not with Tyler and not with the citizens of Equestria._

The young gryphon looks at Princess Luna who is lost in thought. "Um... Princess?" she says cautiously "I don't want anything bad to happen to them. If you need to find them it must be important. They left to go to Ponyville yesterday afternoon. I would imagine they are on the trail to the northern rail station."

Luna sighs and hangs her head in exhaustion. She had flown over the vast forest of giant pines and did not think to be watching for them. Her thoughts were only on getting to Gryphons Gate.

Luna smiles at the lovely little gryphon. "Thank you..." Luna says with a pause waiting for a name.

"Elsa," the pretty young gryphon says.

"Thank you, Elsa," Luna repeats. "You were very kind and brave to offer me your help. I will remember that." She says as she looks tiredly at the others who said nothing. She bows her head gracefully to all of them nonetheless and trots out the village main gate, too weary to fly.

Luna plans on getting to the forest and switching back to her stronger nightmare form where no pony can see. As she trots through the fields she sees a tan earth pony with a light brown mane and tail pulling weeds from a watermelon patch. She thinks he looks sad and forlorn. She makes a mental note to come back some night and see what troubles his dreams.

Luna enters the forest of giant cathedral-like pines. A quiet calm surrounds her and the earthy and welcoming scents of the pines conspire with the comforting hush to bring on a drowsiness. Luna looks around the shady forest and decides she must rest if only for an hour. Whatever Sylvaan is up to it seems to be a long game and Tyler is not in any immediate danger, so Luna finds a soft and secluded spot off the trail to take a quick rest. With an exhausted sigh she lowers herself to the ground. The pine needles are surprisingly soft and welcoming. She lays flat out on her side. She closes her eyes, telling herself, _Just an hour's rest, that is all I need._ So with the noontime sunlight filtering through the canopy of giant pines Luna drifts off into a much needed sleep, the light showing through her closed eyelids bathing her sleeping mind in a warm red glow.

* * *

Tyler and Sylvaan have reached the northern rail station just in time. It is 6pm by the clock on the station's tower. A porter from the train stows Tyler's cart in the baggage car. Tyler watches as he secures and locks the sliding door on the side of the baggage car. "OK, you young'ins best get aboard," the porter says to them politely. "Equestria Rail runs a tight ship. We keep to our time schedules."

Tyler smiles brightly at him. "OK, kind sir. Thank you for your excellent service," the unicorn says, and tips him two bits. Tyler is thrilled and excited to be going home. He is overflowing with happy energy. The butterflies in his stomach are driving him crazy with the ticklish feeling. His enthusiasm is infectious, Sylvaan is feeling it too. Tyler needs an outlet so he grabs Sylvaan around the neck with his forelegs and squeezes her tightly.

The butterfly feeling Sylvaan is struggling with explodes into a ticklish frenzy within her. "Mmmm, ah ha ha ha!" She laughs out loud unable to contain it, then quickly says "Tyler what is this? it's something new."

Tyler squeezes her again then lets her go. Smiling coyly at her he says, "It's butterflies, Sylvaan! It's the feeling you get because of happy expectation. Were going home. In three days I will be back with Mist." A small tear of joy graces the corner of his eye.

Sylvaan's butterflies continue as she and Tyler board the train. Her thoughts are on the end of the trip as well but along different lines. _In three days Tyler is in for a big surprise,_ she thinks to herself. _I have a plan too, and I can't wait for Tyler to find out what it will mean for him._ She smiles to herself as the butterflies once again circle around inside of her. "Ahh," she quietly sighs. _The feeling of happy expectation. Right, I understand this now. Poor Tyler, He really has no idea of what's in store for him. I can't wait to see the look in his eyes afterward. I am going to enjoy this. Oh, how I like being a mare!_ Sylvaan's thoughts conclude as she takes a seat aside of Tyler.

Looking around the inside of the train coach there are only a four other ponies. Sylvaan casts her gaze at all of them. She sees nothing of interest to her and turns back to Tyler. "This is nice in here Tyler. I like the train." she says softly to him.

"Yeah it's nice when you have somepony to share the ride with." Tyler says thinking of Toxic Melody. "But if you're traveling alone it can be very boring. We have a three day ride back to Ponyville, so we have lots of time to talk." Tyler says as the train sounds it's whistle and ring its bell. Then with a bump and some squealing it lurches into motion.

Sylvaan looks out the window as the scenery starts to move. It's a strange sensation at first but she quickly realises it's her that is moving along with the train and not the world outside of the window. Tyler sees her little look of surprise and says "Cool isn't it? That first movement. It sometimes messes with your balance." Sylvaan still smiles and watches out the window.

As the train picks up speed and the coach takes on the familiar sway and clickity clack of wheels passing over the rail seams Sylvaan gets up off the seat and balances in the aisle. She is enjoying the movement of the coach and the challenge of adjusting her balance to match and counter the train's movement.

Tyler watches her. She is a new and valued friend for him. She has a lot to learn it seems about simple physical things and it is a joy watching her experience them. He smiles looking at her and thinks that maybe she and Mist will have no problems when they meet.

Her fun finished, Sylvaan rejoins Tyler on the soft pad of the bench seat. "I am enjoying this train ride Tyler. The way it moves and sounds is comforting," she says honestly.

Tyler is sitting reclined against the outside wall. Tyler puts his forelegs out to her and with his head he makes a circular motion. Sylvaan's expression really brightens up as she understands his gesture. She turns her back to him and slides comfortably into his embrace. Sylvaan is just about melting with joy. Tyler is holding her. She hears him start to speak from behind her, "I have been held like this by you several times Sylvaan, and now guess what? I can finally return the favor. I'm not afraid anymore. I'm getting closer to Noisome Mist with every passing clickety clack of the rails. You have become a trusted and honest friend, a good mare. I know you have the best of intentions concerning me so I'm not stressed to hold you and enjoy your closeness."

Sylvaan is becoming saddened by every word Tyler is saying. He is making what she plans to do to him so much harder. She quickly pushes these thoughts away and switches back to simply enjoying this moment with him. Tyler continues speaking low and honestly. "So before we get to Ponyville I'm going to tell you all about it. I'm going to describe the village and the land around it. I'll tell you about all the ponies that I am familiar with that live there. That way when we get there you will have a good understanding of my home."

Sylvaan closes her eyes and listens to Tyler talk. As the train speeds on into the evening twilight Tyler's warmth against her back and his forelegs wrapped around her chest cause her thoughts to drift back to a quiet and shady hayloft and a tan and light brown pony named Cory. "Mmm," she sighs as she slumps further down in Tyler's embrace.

* * *

Princess Luna awakens with a start. It's pitch black and she cannot see a thing. For a moment she is confused but the scent of the pine forest quickly brings her memory back. "Oh no! I overslept." It is pitch black because she hadn't raised the moon. She shifts to her nightmare form and with the thermal imaging abilities of her dragon eyes she can see everything now in ghostly shades of grey and white. Concentrating she fires up her horn's magic and raises the moon. She watches in shock as the moon follows it's nightly arc through the sky to find it's proper location for the time of night. The moon settles in low in its descending arc. Morning will be coming in just a few hours.

"Oh no, I'm too late. Tyler and Sylvaan are already on the train." Luna says as she leaps into the air and finds a way up through the canopy of giant pines. Once above the forest she starts speeding south. She is heading for the northern rail station and the tracks south toward Ponyville. "I must get ahead of that train. I must stop it. Sylvaan cannot get to Ponyville. I must send her back to where she came from," Luna says out loud to herself as she flies in haste toward the south.

The morning sun finds Princess Luna in nightmare form flying over the train station. Determined and with her mind set on sending Sylvaan back to the nine levels, she pushes hard against the air with her powerful wings. She needs to get ahead of the train to stop it.

By noon Luna has caught up to the train and passes it. She flies ahead and finds a long straight section of track through the forest of massive pines. She lands and uses a powerful beam of shadow energy from her horn to cut away the base of a large pine causing it to fall across the tracks. She then shifts back to her normal form of Princess Luna and rests in wait for the train to come.

It's 12:30 and the engineer of the train sees a large tree across the tracks far ahead on the straight away. He begins applying the brakes. He brings the train to a stop expertly right at the tree.

Tyler and Sylvaan have just finished a nice lunch as they feel the train begin to slow and finally stop. Looking out the windows they see they are still in the forest. "Why have they stopped the train, Tyler?" Sylvaan asks.

"I don't know, we're not at a station. This is strange, Maybe they had a breakdown."

Just then a conductor enters their coach and announces "We have stopped the train because a large tree has fallen across the tracks. The train crew will clear it in about two hours so feel free to exit the train and stretch your legs everypony. Just don't go far. We apologize for the inconvenience."

Tyler looks at Sylvaan and says, "Question answered. Hey, let's go outside and see what's happening."

"OK, let's. Maybe I can help somehow," she answers.

Princess Luna watches from a distance as the train crew begins to chop at either side of the tree intending to clear the part of the trunk that is across the tracks. She also sees Tyler and Sylvaan get off from the rear coach.

Luna approaches the engine and tender car as a few ponies watch her with caution. She raises a hoof to her lips in a silencing gesture. The ponies bow slightly and make their way away from her. Using her magic she removes a large double headed axe from the tender car and shrouds it in shadow above her. She knows magic has no effect on Sylvaan. She also knows that Sylvaan heals quickly so she figures she will only have one sure way to defeat her.

Luna walks toward the rear of the train where Tyler and Sylvaan are. She is on the opposite side from them though so they will not see her approach. Luna is frightened and cautious. She mumbles to herself. "I know how strong and fast you are, Sylvaan. I saw you take out those two changelings. I'm counting on your single-minded focus now. I'm counting on how fixated your attacks are. You won't see this axe suspended and shrouded in shadow above me until it's too late and I have sent you back to the place you came from. Thus I will have saved Tyler and Ponyville from your sinister plans." Luna finishes her self serving talk with herself. Her heart is pounding as she rounds the rear of the train unseen.

Tyler and Sylvaan are standing facing the toward the front of the train watching the crew cut down through the tree on either side of the tracks. Sylvaan says, "When they are done I could pull that piece off the tracks you know. I could do it more easily if Cory were here to help me. He is strong too, you know." As Tyler makes to answer her he notices a shadow moving along the ground aside of Sylvaan and turns to locate it's source.

"Princess Luna! NO!" he shouts as he fires up his magic and grabs whatever it is that Luna has suspended in the air and shrouded in shadow.

Sylvaan spins around and locks her eyes onto Luna's. Luna feels like she is falling backward for a brief moment. Sylvaan' jaw opens slightly and her expression softens to one of pity.

Luna feels she has failed. The surprise is gone and she is now well within Sylvaan's range of attack.

She pleads warningly to Tyler "Tyler let go. You have no idea of who she is. You have no idea of what she is planning. Do you even know where she comes from?" Luna says as she watches Sylvaan closely, hoping she can avoid her charge.

Tyler holds fast to the shadowed object. Luna sees Sylvaan's glare at her change again to one of sadness. "Luna, say no more" Sylvaan says softly and with sorrow. "Not in front of Tyler...Please."

Something is wrong. Luna is now unsure of herself, she is confused. Sylvaan could have easily attacked and killed her because she is so close to her, but Sylvaan had not even moved. She looks sad, torn even.

"Luna what is that? what are you hiding in shadow? What are you talking about? Leave Sylvaan alone! She is my friend, you know that!" Tyler says in confusion and disbelief.

Sylvaan speaks calmly and gently to Luna. "Please Luna, I don't want Tyler to hear or see this. Can we go somewhere else and finish this? I promise I won't attack you or harm you. You can take that with you." Sylvaan says, gesturing at the shadow shrouded axe.

"Tyler stay here," sylvaan says.

"No way! Sylvaan, what's going on? Luna what do you know about Sylvaan?" Tyler is asking in a frantic flurry of words. Sylvaan sighs and looks to Luna. Luna sees resignation now in Sylvaan's eyes. Luna uses her shadow magic to wrap Tyler up to keep him from following them. Princess Luna then nods to Sylvaan. "NO! ARRGH!" Tyler shouts as he struggles to free himself from Lunas binding magic. "What in the name of Equestria is going on here? Sylvaan don't go! Luna stop this. Let me go. Please!" Tyler begs as he starts to cry.

It is of no use. Sylvaan and Luna disappear into the forest. Tyler is still struggling to free himself as a few other ponies look on in confusion. They have no way to help him, Luna's magic can only be undone by her.

In a secluded little valley in the forest Luna releases the shadow shroud from the axe. Sylvaan looks at it and smiles weakly. "Yeah, that will do it." Looking around Sylvaan thinks the forest is beautiful. It looks like a natural cathedral, a spiritual place of beginnings and endings. She thinks that maybe somewhere Cory is thinking about her, she knows Tyler is. She looks at Princess Luna who holds the axe poised above Sylvaan's neck just behind her head. Sylvaan feels a new sensation as her heart pounds heavily. Fear.

Luna speaks to Sylvaan while cautiously watching her for any movement or trickery. "I know who you are, Sylvaan. I know where you come from. You have no place in Equestria. I must send you back to where you come from. I don't know what dark and sinister plans you have for Tyler, Noisome Mist and Ponyville but they are over with now. An entity of the nine levels of Tartarus that exists off of sorrow and suffering doesn't belong here."

Luna is nervous and unsure of herself. There is something wrong here. Sylvaan is not even trying to defend herself. She had seen somepony else do this. She had seen Noisome Mist behave the same way when she was ambushed at the apple farm.

"Luna," Sylvaan says shakily and quietly. "Listen to me. I told you before you had no place where I come from. You once did however but you redeemed yourself. If you harm others again you will reclaim the place in the levels that once awaited you. You are choosing poorly, that's how it starts. Remember, it's your choice though. If you send me back you will harm Tyler. You will harm Noisome Mist as well because you will fill them with sorrow. I am not what I was. Yes I come from there but I no longer belong there. Tyler and Noisome Mist's energy changed me."

Luna is thinking now. Is this some kind of trick by Sylvaan? Some high stakes gamble? She asks Sylvaan, "Why won't you tell Tyler where you come from?"

Sylvaan answers, "Are you Nightmare Moon? Is that what you want other ponies to know you as?"

Luna looks at Sylvaan a little softer and says "I saw you kill two changelings with no remorse."

"Yes."

"You broke a gryphons leg with no remorse."

"Yes."

"You are working to send souls to Tartarus. You are a dark and cunning entity."

"No," Sylvaan says softly. "I do not tempt any creature to evil and darkness. They choose that on their own. I can see souls of darkness in creatures and I will send them on to their reward or maybe warn them like I did with Axle the gryphon. Redemption is possible sometimes. You are proof. I am a mare now. I feel and I care. The village of Gryphon's Gate think of me fondly, as does Tyler and a nice pony named Cory. So make your choice Luna. I won't resist." Sylvaan finishes and lays down on the ground and stretches out her neck with tears in her eyes. With her eyes closed Sylvaan can smell the rich aroma of the living forest. She trembles with fear waiting for the quick sting of steel to her neck. Fear is new to her and she is finding it formidable and terrible.

Luna looks at a beautiful dark green mare lying on the ground and trembling in fear. She no longer sees her as Sylvaan, some sinister monster from hell but only as a cowering mare protecting a pony she cares for from witnessing a heartbreaking event. Luna raises the axe higher, preparing for a quick and decisive strike. She pauses as she looks once more at Sylvaan. "NO!" she screams as she throws the axe violently away from Sylvaan where it imbeds itself deeply in a large tree. She then falls back on her haunches and looks Sylvaan in the eyes. The mare sits up and looks back at Luna with a smile. "But the book said..." Luna starts to say. Sylvaan stops her with a hoof pressed to her lips.

"Books aren't always right," she says as the two share an embrace.

"I'm sorry, Sylvaan," Luna says quietly. "Friends?" she asks.

"I was always your friend. Ever since that meeting with Tyler and the changelings. I don't lie, Luna, and I never give up on a friend. I belong in Equestria now." Sylvaan answers with a kind tone.

Luna releases Sylvaan and now sees her in a different perspective. She see her as a new and unique addition to the land of Equestria. She sees her as a loyal and brave friend to Tyler, and most of all she sees her as a mare.

A realization hits Princess Luna "Oh my gosh!" she says with urgency "Tia, the book. I have to go, Sylvaan. That book must be kept private and I have to explain you to my sister. I also have to explain why I did not raise the moon on time last night. Tell Tyler I made a mistake. I will make it up to him. I must go. Be well, Sylvaan." With that said Princess Luna runs and with a mighty leap flies. She is now racing off to the south to clear up a few important details about Sylvaan with her sister.

As she flies she thinks of how history, her history, almost repeated itself. How a poor choice almost started a new bad chain of events. Only it didn't. She was able to stop and see the right choice. Something in her made made that possible. Something in her is different,... better. She smiles as she thinks about a warm ticklish energy she had felt a few times when Noisome Mist had embraced her and shed tears on her. The mysterious and phantom-like pony from the past iss turning out to be an incredible and unexpected find. Soon the time will come when Luna must take her back to the desert wastelands. Take her back to learn her final lesson and bring her son back to her. Luna still has hope that everything will work out. Hope is a powerful force and Luna is counting on it.

* * *

Sylvaan smiles. The butterflies are back. She walks off returning to the train and Tyler. She has now experienced fear, real and undeniable fear. Her gamble had paid off though. Not only has she prevented Tyler from witnessing a potentially ugly and disturbing encounter she has also saved Princess Luna from making a bad decision that would have started her back on to the path of darkness.

As a benefit Sylvaan has also won Luna's complete trust. As she walks back to through the forest she is enjoying how she is feeling. She wonders if there aree things actually fluttering around inside of her.

Tyler feels the shadow force holding him wrapped up tight disappear and he is free. He stands up and looks at the small group of ponies gathered around him. "Go away." He says to them in a cracked and sorrowful tone. He starts walking toward the forest where Luna and Sylvaan had disappeared. He is crying uncontrollably. He just knows something horrible has happened. Either Luna killed Sylvaan or Sylvaan killed Luna. Either way it would tear his heart apart. He loves both of them. Now one will be gone and he will never be able to forgive the other for what she did. He wonders what Luna could have found out, what Sylvaan is keeping from him. How could it be so bad that it would come to bloodshed? He walks on crying, dread filling his heart.

As Tyler enters the forest he sees Sylvaan walking toward him, a pleasant expression on her face. His rear legs give out as he falls backward into a sitting position. Sorrow hits him full force and he cries out "AAH! NOO!...Luna!" and starts to pass out, overwhelmed with the gravity and finality of the situation.

Sylvaan runs to him and picks him up, cradling him in a sitting position her forelegs wrapped around his chest. "Tyler," she says quickly. "Luna's fine. Everything is fine." Her soft calm voice brings him back from the brink of unconsciousness.

"Wh... what?" he asks.

"Princess Luna is fine, it's OK. She went back to Canterlot. She had some misguided and wrong information about me. She said to tell you she made a mistake. She cares about you, too." Sylvaan's calm and soft voice soothes Tyler. "She apologized and we're friends now. Cheer up, Tyler, in just two days we will be home."

Tyler looks at Sylvaan as his heart slows to its normal rhythm and he wipes away the tears from his eyes. He cracks half a smile "Heh heh, you mares will be the death of me yet. I don't know how much more of this my heart can take," ee says as a warm calm relief replaces the sorrow that had just overwhelmed him.

They return to the train and Sylvaan does indeed help the crew pull the section of tree trunk from the tracks. She shares a few quick hoof bumps with the railroad ponies who are very impressed with her strength, not to mention looks. The tracks cleared and equipment put away, Tyler and Sylvaan reboard the train. Once seated and comfortable Tyler resumes his narrative on Ponyville, Sylvaan listening intently, and the train once again resumes its journey south.


	24. Crossing Bridges

**Part 3. Crossing bridges**

After the incident with Princess Luna and the tree, the rest of the train trip was blissfully uneventful. Tyler finished telling Sylvaan all about Ponyville and it's residents. He also told her about his foal-hood and the bullying he had been the target of for so long. He could see how that part of his story caused a change of expression in Sylvaan's usually bright outlook. He quickly ended his telling of this part of his story as he noticed Sylvaan mentally cataloging ponies names he mentioned. After explaining to her that revenge was not something he agreed with he made her promise not to hunt down Down Pour and Whiteout. That would be the last thing he needed in Ponyville, to have Sylvaan settling old scores for him. It would be one way to make sure that she would not be welcome. Sylvaan agreed and the topic was dropped.

The final day on the train was interesting. After breakfast, Sylvaan left Tyler and made her way forward through the coaches. She returned shortly telling Tyler that the train was safe. Tyler knew she has an ability to see darkness in the souls of others but wonders why she had searched the train. She told him, "Just to be sure."

Now it is 4pm, and they are two hours from Ponyville and home. Tyler is overwhelmed with the anticipation of seeing Mist again and being home. The idea of having somepony there waiting and wanting to be with him is a new experience for Tyler. It makes him feel like he matters. He never really felt like he mattered before. He always felt like he was irrelevant, and just lived his life doing things he enjoyed, even dangerous things like flying with hoof-made wings. Now he has a special somepony, and that is changing everything for him.

He looks at Sylvaan as he is bubbling with enthusiasm, then it suddenly fades away. He sees Sylvaan is looking at him with tears in her eyes. "What's wrong Sylvaan?" He asks "Why are you crying? We're almost home."

Sylvaan answers with a sorrowful expression on her face. " _You're_ almost home, Tyler," she says with unmistakable sadness. Then he sees in her eyes a change, like a switch has been flipped.

Sylvaan's sad expression vanishes and is replaced with one of strength and determination. "I have a plan for you," she says flatly, with no emotion. "I do not enjoy doing this to you. You have been so kind to me. These last three days on the train you have made me feel so close to you. You have made this so hard to do but it must be done." Her tone is still flat and emotionless. Tyler begins to worry as he sees in her eyes that she is tearing herself apart. Tyler opens his mouth to speak and Sylvaan shuts it with her hoof placed under his jaw. She continues, "I never wanted to hurt you but I must. I have a conflict within me. I made you a promise, and I keep my promises but this promise is making me hurt you. Don't worry, it will be OK. I'm jumping off the back of the train in a moment." Tyler listens in confusion as Sylvaan continues. "I promised you I would not come between you and Noisome Mist. If I stay I will. I know my leaving you hurts but for now forget me. I will be fine. Think only of Noisome Mist. It's strange for me to say this but I know something you don't and it has to do with emotion. So please don't be sad. Things will work out. You will see this is not goodbye. You will understand all this later, I promise. Now don't dwell on this and don't worry about me. I will find my way back to you in a few days. I'm going to let you speak now and all I want to hear is 'Ok, Sylvaan'." In truth it is about the only thing she can bear to hear at this moment. Anything else would threaten to unravel her resolve.

Sylvaan lowers her hoof from under Tyler's Jaw. Tyler looks at her with sorrow and says, "Sylvaan don't go..."

Sylvaan shuts his mouth once again with her hoof as she battles back the wave of emotion that wants her to just throw her legs around him and hold him tight. "NO, Tyler, you are a terrible listener. The phrase was 'OK Sylvaan'. Don't make me hurt you. Now try again." She lowers her hoof once more. Tyler takes in a breath preparing to plead his case, and Sylvaan threatens to raise her hoof again.

Tyler sighs and remorsefully says, "O...OK, Sylvaan..."

Sylvaan looks at Tyler. She is still showing no emotion outwardly but inside her emotions are tearing her up. She fights them with sheer will. She is finding this hard to do and then a few thoughts of Cory flicker through her memory and the emotions settle some what. She knows she can't stay much longer so she quickly says, "Tyler cheer up. I'll make a bet with you. I bet you Mist is waiting for you at the train station. If I'm right you have to teach me how to swim," she says as she turns and starts walking toward the rear of the train.

Tyler's caught off guard and quickly responds. "What if you're wrong?" He knows Mist doesn't go out in the twilight because she can be seen.

"Then I get to drown you."

Tyler is shocked and runs to the rear of the coach just in time to see Sylvaan jump off and tumble along the ground and come to rest in a an awkward and painful looking position. As the train opens the distance between Tyler and Sylvaan he watches her get back to her feet. He stands on the open air balcony of the last coach and yells to her, tears in his eyes, "I don't take that bet!"

He can just hear her reply as he gets further away. "You don't have a choice."

Tyler returns to his seat. It's true his heart is hurting. He doesn't want to be apart from Sylvaan. He sits looking out the window thinking about her. He hears her voice in his memory, "Think only of Niosome Mist" and he does. Everything seems to change. He says out loud, "Sylvaan will be fine. I'm going to see Mist again. I can't wait to tell her about my trip."

As the trees and fields pass by outside the window they start to look very familiar. Tyler's thoughts finally grasp what Sylvaan has done but not why. She made room for Tyler to focus on Mist and Mist alone. That's the 'what' she has done and the why? Well he is not quite sure other than Sylvaan did not want to be in the way. _In the way of what? We're good friends. Friends don't get in the way when somepony comes home._ It is fair to say he is now somewhat comfortable around fillies but their motivations still escape his grasp. Sylvaan said he would understand all this later. He has his doubts.

Tyler hears the train's whistle sound and it's bell start to ring. He feels the coach slow as the brakes come on. It has arrived at Ponyville station. He is home. The time is six pm and the train is right on schedule. The train's engineer had compensated for the two hour delay caused by the fallen tree. He had added speed over the last two days. Now Tyler watches out the station-side windows as they pull into Ponyville under cloudy skies.

As his eyes search the platform butterflies start to swarm within him. Then, he sees a bunch of town ponies gathered around something at the end of the platform. They are keeping a cautious distance from whatever it is. As the window comes even with them he can see through them and his heart melts.

Noisome Mist is sitting at the center of the group of ponies. She is her immaterial misty white in the indirect light. She is looking at the train with such an expectant look Tyler has to bang on the window.

Mist spots him and leaps to her hooves. The ponies around her scramble backward and away from her. "TYLER!" He can hear her shout as she runs for the train. A pony who is in her way shouts in panic as she passes right through him. Then her misty white form passes through the side of the train and she stands facing Tyler her ice blue eyes locked on to his.

The other ponies on the train car do much the same as the ones on the platform and try to scramble away from the ghostly mare that has just passed through the side of the train.

"Tyler! Tyler!" Mist Mist is crying with joy. The heart shaped vial around Tyler's neck is glowing brightly with ice blue light from the small amount of tears left in it. Mist tries to rub her head on Tyler's cheek and just passes partly into it. Tyler feels a light and cool sensation like walking in heavy morning fog caress his cheek. The light from the heart shaped vial winks out. Mist pulls back from tyler with a look of helpless sorrow. "OH! Mmmmmaaah." Mist cries in frustration. "I want to hold you, feel you, smell you. I don't like what the sun does to me." Mist is getting sad.

Tyler sees she needs him to comfort her. He can't touch her, she is not solid so he tries to sooth her frustration with words. "Mist I have missed you so much." He says with compassion overflowing from his tone of voice. "Shhh, it's OK we're back together now. Let's get my things and go home. I have so much to tell you."

Tyler and Mist walk up the aisle of the coach as a few ponies silently watch them pass by. Once on the platform a railroad pony nervously brings Tyler his pull cart. As he leaves it for Tyler he keeps a wary eye on the misty white mare standing close to him. "Thank you kind sir," Mist says pleasantly to him. Tyler glances at Mist. Something is very different about her now. Something had happened. Then he remembers. Luna said she found out she was not a danger to anypony. That's what is different, she is not afraid that she might harm somepony by mistake. She is confident.

The train porter peers closely at Noisome Mist as some town ponies gather around as well. "Are you a ghost?" the porter asks her. The town ponies wait expectantly for her to answer.

"No," Mist says warmly, then pauses as she looks lovingly at Tyler. "Just different, but to some special somepony that doesn't matter." She smiles gently. Tyler has an explosion of butterflies in his chest as Mist smiles at him. He wants to hold her so badly. Sylvaan is beautiful and a welcomed friend but she is not Noisome Mist.

"Mist, let's go home," Tyler says as he looks around at the gathered crowd of ponies.

Tyler harnesses himself to his cart and notices the town ponies still watching Mist as she keeps close to him. He speaks up, "Thank you all very much for keeping my special somepony company while she awaited my return. We are going home now and I am sure you all have things to do as well. So, thank You again and good evening." Tyler finishes. He does not care if the town ponies welcome Mist or not. They are going to have to get used to her and with what he just said he left them an easy out. A way for them to reassess how they approach meeting her the next time.

All the town ponies take the hint and filter off, going back to whatever it is they have to do, all except for one. The one Mist had passed through in her dash through the side of the train to get to Tyler. He calmly walks up to Tyler and Mist. Tyler flattens his ears back at this intrusion and looks at him threateningly.

"Tyler," Mist says reassuringly, "It's all right. I passed through him. I may have scared him. Let's hear what he has to say."

The older pony smiles at Mist and says, "I felt your joy when you passed through me. You must have missed your friend very much. Are you a magic earth pony?"

Mist replies quietly, "Shh, In a way. Please keep it to yourself kind sir. I'm trying to fit in."

"Sure thing," he replies. "Nice to have met you and have you in Ponyville." He says then he looks at Tyler who now wears an open and approachable expression. "Hey Tyler, You're one lucky colt. She is something special." Then he turns and trots happily off. Tyler now wants to hear more about Mist's time in Ponyville. It is obvious to him that things had changed a lot for Mist while he was away.

As they slowly walk out of Ponyville, Tyler says, "Mist. Princess Luna visited me while I was on my trip to Gryphon's Gate. She said you found out you were not a danger to anypony."

Mist cuts in, "OH! YES! It's wonderful. I don't harm good creatures if I pass through them while I'm immaterial. I actually take away bad energies. I make them well if they are sick," she says with a lot of enthusiasm. Tyler's heart is ticklish and melting just listening to her.

Thinking on this Tyler becomes aware that now things for him as well will be different in Ponyville. Most ponies knew him as the crazy unicorn who's obsessed with flying and painfully distant toward fillies and friendships. He smiles as he thinks to himself, _Watch out, PonyVille. Tyler 2.0 has arrived,_ then continues with his questions for Mist. "That's the greatest news Mist, but how did you find out?" Mist is thrilled to tell him. She starts with what she did the night he left, telling him all about the farm and the ambush by Rainbow Dash, Twilight Sparkle and Applejack.

In her retelling Tyler can actually hear and feel how traumatic it was for her. Mist sees him getting angry at the thought of how she was treated by Rainbow Dash. She stops and says "No Tyler, don't be mad at Dash or the others. They made a mistake but it all works out. Just let me finish, you'll see. It was magic."

Tyler grimaces but nods his head for Mist to continue. She willingly does but both have stopped walking now. Mist is too caught up in just being with Tyler and telling him her story and Tyler is just plain enthralled listening to her talk, the sound of her voice a sweet and lovely song to his ears.

High above, Rainbow Dash is speeding by on her way to to meet Pinkie Pie for dinner at Rarity's. She spots Noisome Mist and Tyler on the path outside of town heading towards Tyler's home. Having an inspired thought she descends to clear things up with Tyler.

Dash banks hard and dives fast toward the talking couple. She is nervous. She is doing something that normally she tries to avoid at all costs.

As Mist finishes her story with how things went in the barn after Princess Luna left, Rainbow Dash lands. "Hey everypony, heh, nice to see you Tyler," she says sounding nervous and out of her comfort zone. Quickly she adds "Mist you're awesome!" Then turns to Tyler and continues at a rapid pace while fidgeting uncomfortably. "Tyler I want to say I'm sorry, really really sorry for... for... foreEverything. I made a mistake and poor Mist got caught up in it."

Tyler is standing with his mouth open, stunned into silence. Rainbow Dash just admitted to being wrong and apologized. If that isn't shocking enough she had also landed and done it on her own, no being guilted into it by anypony else.

Dash sees Tyler's befuddled expression and quickly continues, "I see you came back with new wing materials. As soon as you get a new set of wings up and working I'll take you on any time. Maybe I'll even give you some awesome flying tips. You're OK in my book, Tyler."

With that said Dash takes flight and is quickly gone. Tyler watches Rainbow Dash disappear, conflicted emotions within him fading away. Slowly a smile spreads across his face. "Mist did you hear and see that?" He says to her with a good amount of disbelief in his voice "The awesome and infallible Rainbow Dash just apologized to me and said I was OK in her book. When I get my new wings finished I will certainly take her up on her offer. Now let's get going. It will be so nice to get back home."

Mist and Tyler resume walking. Tyler is telling her of his first couple days on the train, how boring it seemed it was going to be. He was just about to tell her about Toxic Melody as they reached his home. He glances at Mist and she has a strange dreamy expression on her face as she stares intently at him. Tyler looks at her and then notices the position of the sun. She is waiting, waiting for the moment she will become solid. The moment she can touch him.

Tyler stows his cart and it's contents in his workshop, talking to Mist about his new wing materials they both enter the house. The living room is bathed in the golden glow of a late afternoon sun. Mist is silent and still watching his every move. Tyler is sure of it now. Mist is being patient. She is still waiting on the sunset. Tyler feels his emotions stir and grow even stronger.

It was late afternoon when Mist and Tyler returned home from the train station. Tyler's trip had been a success. He now had wing materials that would allow him to make his DREAM set of wings. The trip had also made him a more confident pony, that due to the companionship of Sylvaan and the kindness of a filly named Toxic Melody. The trip had also made him realize how much he truly loved Noisome Mist. The ten days apart had given him such an empty ache in his heart he was now willing to fill it for real. Mist had experienced this same feeling as well but now as he thought about it she had been feeling it even before he had left on his trip. The constant contact, the gentle head rubs and always keeping close to him while he slept. They were all reflections of what he was feeling for her right now. The way he wanted to treat her right now. She had been following her heart all along. She was so gentle and patient. She was waiting for him and she hadn't forced him. He now understands he has found a dream something else. His special somepony was his DREAM mare and she was standing right in front of him in his living room, smiling a hopeful and radiant smile at him.

"Mist," Tyler starts to say. "I love you with all my h-" Mist stops him by holding up a forehoof to her translucent misty white lips.

"Shhh, Tyler. No more words tonight," she says as she turns and in the warm glow of the setting sun slanting through the windows - passes through the closed door of Tyler's bedroom.

Tyler lets the last of his self-imposed control and distance fall away. It's a weight he now realizes he never needed to carry around Noisome Mist. He is now following his heart and mother nature will be guiding him and Mist as they discover something new together. Tyler walks to the door firing up his magic to open it. To him it feels like he has never opened it before, but now he can.


	25. Farm Life

**Part 4. Farm Life**

Sylvaan tumbles to a stop and gets painfully to her hooves. As she watches the train get further away taking Tyler with it, the pain in her left shoulder is matched by that in her heart.

She hears Tyler shout "I don't take that bet!"

She answers him, "You don't have a choice!" She hopes the distance and sound of the train covers the sound of her crying as she answers him. She has finally lost her cool and emotionless composure.

Sylvaan is also glad Tyler can't see her as she stands, unable to move. Something important in her shoulder is damaged in her jump from the train and the subsequent tumble along the ground that followed it. As she stands she feels a surge of warm ticklish energy rush to the site of the injury. There is a euphoric feeling as her broken shoulder blade realigns and heals as if it were never damaged. Sylvaan whispers through her tears, "Thank you, Noisome Mist." She starts walking, following the tracks toward Ponyville. Only the pain in her heart is left now but as she imagines Tyler and Mist reunited it fades a little.

Sylvaan has a destination in mind thanks to all the information Tyler had shared with her on the train ride home. There is a pony he described that sounds interesting to her. He is big, strong and red. Sylvaan has an idea that he will be a good distraction for her for a couple of days. Besides, Tyler had said Big Mac is painfully shy. Sylvaan likes shy ponies, Tyler is shy.

So it is off to Sweet Apple Acres for a few days while Tyler and Mist get over their separation. Sylvaan thinks, _And when I see you again, Tyler you better have a spark of new understanding in your eyes or I will have endured these powerful and painful emotions for nothing._

As Sylvaan walks toward Ponyville with the setting sun warming her right side, a loneliness and sadness accompany her. She adores Tyler and also... yes, loves him as well. This is a kind of love that thrives on seeing him happy. To make him otherwise is something Sylvaan is unwilling to do. She knows she contains Mist's energy and her essential nature of once being an entity of energy renews it and keeps it vibrant. As she walks along, musing over this odd combination of facts her mood begins to lighten. Then, she has an epiphany that stops her dead in her tracks. The sadness vanishes from her heart, replaced by ticklish joy as she talks out loud to herself, reasoning through the light of understanding that has just dawned on her. "It's OK for me to adore Tyler and love him." She says in discovered wonder. "I don't need to be torn up by conflicting emotions. I don't have to fight with myself. Noisome Mist loves Tyler, and I am partly Noisome Mist!" Sylvaan laughs "Ah ha ha! It's so obvious to me now. I can enjoy what I feel for Tyler. I can enjoy contact with him because it is the part of me that is Noisome Mist seeking these things. AH ha ha! It's very strange but true!" Sylvaan says giddy with a new feeling of relief.

Sylvaan resumes her walk toward Ponyville and Sweet Apple Acres, her sadness now gone and her loneliness only a shadow of itself. The two days she planned to stay away from Tyler and Noisome Mist now seems to be surmountable.

It is dark when Sylvaan reaches the Apple farm. She takes a position on a hill overlooking the big farm house and lies down, watching with keen interest as one by one the lights fade from within. She has no idea what she is going to do with Big Mac tomorrow, but whatever it is she is planning on enjoying it. She snickers to herself in a happily mischievous way. "He he he, Tyler says you're a big shy colt of few words. Ha ha I'm going to have some fun with that."

As Sylvaan settles in for the night she feels content with where she is. Tyler and Mist are undoubtedly together and blissfully happy. There is a whole village of ponies for her to meet and enjoy close by and a big, strong and shy colt just down the hill from her that she has plans on for tomorrow. She sighs. _Aaah, I like being a mare..._ as her sleepy thoughts drift off to wondering when Cory would finally come looking for her. She has a very special set of feelings for him. That he was just a poor farm labor pony that sleeps in a lean-to behind his employers barn made not a shred of difference to her. Cory was nice.

* * *

Tyler awakens to the sensation of somepony gently nibbling on his ear. He smiles, enjoying the feeling while keeping his eyes closed.

Last evening had been the most incredible and intimate experience of his entire life so far. There was nothing to even compare it with. Nothing that could have prepared him for it.

As Mist is gently grabbing his ear at the base with her teeth, lightly squeezing and then sliding them upward to its tip, Tyler realizes he feels very different. His thoughts seem so clear. His sense of smell and touch are more acute. He feels a slight burning sensation that seems to envelop every bone in his body. It's not pain though and he doesn't quite know how to define it. All he knows is that something from Noisome Mist now resides within him, and that thought comforts him. Then a new thought drifts through his mind and lands in the dead center of his attention. He opens his eyes and rolls to a sitting position, exclaiming, "Sylvaan!"

Mist looks idly and peacefully at him with her ice blue eyes and says "Who?" with blatant curiosity. Tyler looks at Mist with worry apparent on his face. Mist asks again, "Who is Sylvaan?"

Tyler grabs Mist and draws her into him in a firm embrace. He feels her soft smooth hair against his cheek and smells her light familiar scent. Softly he says, "A beautiful mare I met on my way to Gryphon's Gate." He is nervous about how Mist might take this news but he was already keeping a secret from her and in his opinion that is one too many. He is not about to add another.

Tyler hears Mist draw in a sharp breath, then slowly release it. "But wait and listen to what I have to say before you come to any conclusions," he says. Mist is silent and still returning his embrace. He continues, "I met her in the forest at my first campsite. She was badly in need of help. I kind of saved her from a terrible fate. After that, she became my protector and friend. She saved my life from two changelings and a shadow bear that would have eaten me while I slept. She is very strong and um, well...different." He is making sure not to tell Mist about her tears and what they can do. That promise to Princess Luna is becoming a burden to him now and he loathes it.

"Mist, I love her, but not like you. Like an older sister I never had. A lot of things are new to her and she needs my help...needs _our_ help to understand them. I said her name because now I understand why she left me before we arrived in Ponyville. She knew what was going to happen between you and I. She knew it needed to happen. She knew we needed to be alone together and she made that possible. So you see she only wants us to be happy." Tyler finishes his statement and releases Mist from his embrace. He holds her away to look into her eyes. In the candle lit glow of his darkened bedroom Tyler sees tears in her eyes. His heart begins to break for her but then he notices she is smiling brightly at him.

"Tyler," Mist begins to say with joy in her tone of voice. "I can't wait to meet her. You added a new filly to our family band. I know I'm your special somepony and lead mare so I'm not threatened by you adding a second. That's the way of a family band. A stallion and his mares." Tyler is shocked. Mist is obviously having some kind of ice age flash back and Tyler is unsettled to say the least. He has seen her do things subconsciously that have their origins in the past but this seems more like a true memory. A memory of how she once lived. Tyler tries to correct her.

"Um...Mist it's not like that anymore." he says calmly. "You're my special somepony. You and only you. Sylvaan is kind of like family but not my special somepony. Ponies only have one partner in modern Equestria. No family bands. OK?" Mist looks skeptically at Tyler. He continues nervously "Mist it's true...OK."

Mist tilts her head thoughtfully. "That explains a lot of what I've noticed around Ponyville while you were gone. I did notice ponies in couples only. Yeah OK, SO!... where is she now? And when do I get to meet this protector of my special somepony. I need to thank her." Mist says as cheerily as ever.

"She said she would catch up with me in a couple days."

Mist smiles brightly again. "Well I can't wait to meet her, Tyler. She protected you, I will consider her family." Mist's tone is still joyous.

Tyler holds his head in his hooves. "Ahh, you mares are killing me. I think you are going to react in a certain way and then you react in a way I haven't even contemplated."

Mist smiles at him and glances downward. "He he he," she giggles and slyly says, "I have an idea..." She pounces back on to him and pins him down.

Tyler's last thought is _It's good to be home!_

* * *

The rising sun finds Sylvaan sleeping blissfully in the grass under the tree. She is still on the hill overlooking the Apple family's farm house. As the sunlight rouses her from her slumber the delectable scent of blueberry pancakes wafts its way to her from the kitchen window of the farm house.

She breathes in the incredible scent. "Oh I would like to have some of whatever that is." She sighs softly as the warm sweet scent of pancakes plays amongst the pathways of her nose. "Muh ha ha, let the fun begin..." She springs up and trots down to the farmhouse.

Arriving on the porch Sylvaan stands in front of the door. She mumbles to herself, "Tyler you better be right about Big Mac, or this might just be an uninteresting morning." With the scent of fresh blueberry pancakes stronger than ever Sylvaan knocks solidly on the door and steps back. Her mouth is watering from the scent of pancakes and butterflies circle inside of her in anticipation of an interesting morning.

"Just a minute," Sylvaan hears from inside. It sounds like an elderly mare. The door opens and it is indeed an elderly pony standing there looking at Sylvaan with skeptical eyes "Yeah, whatcha want?" she asks. Sylvaan sees all the other family members gathered around a table that has a mountain of pancakes on it.

Sylvaan answers, "Hello my name is Sylvaan, pleased to meet you. I smelled the most wonderful scent coming from your home and I wonder if I may join you for some breakfast?" Sylvaan's tone is soft and sincere. All of the Apple family are staring at the beautiful dark green mare gracing their front porch. Sylvaan adds, "I'm a traveler and I just arrived in Ponyville last evening. May I join you?"

Applejack is the first to speak up. "Why shoot," She says. "We have plenty. Come on in and join us. This here is Apple Bloom," she says pointing at a young filly. "And this..."

Sylvaan interrupts Applejack in her excitement. She has seen Big Mac and wants to get the pleasantries over with quickly. "...Is Granny Smith," Sylvaan says looking to the older mare "...and you are Applejack and that handsome colt is your brother Big Mac." Sylvaan concludes. "Nice to meet you all and thank you for inviting me in for breakfast." Sylvaan finishes.

All of the apple family stares at her in silence. Sylvaan smiles at them and then adds. "My friend Tyler spoke very highly of all of you." At the mention of Tyler Apple Bloom speaks up. "Hey, how do you know Tyler? Tyler would pass out if a beautiful mare like you tried to speak to him. Beautiful mares terrify him," she says, challenging Sylvaan.

Sylvaan looks brightly at Apple bloom and replies. "Oh, Tyler and I are very close and you're right, little Apple, he does indeed pass out sometimes, but I think I cured him of that now."

All the apples look at Sylvaan with a bit of hostility. Applejack says, "Tyler loves Noisome Mist and Mist loves him. If you are coming between them in some way you're not welcome here. Mist is our friend and so is Tyler."

Sylvaan sighs. "I am not coming between them, That's why I'm here in your kitchen and they are at home and together. I protect Tyler and Noisome Mist. Now if you will let me enjoy some of your wonderful pancakes I will work for you today."

Applejack raises an eyebrow and says "That sounds fair. It's a deal. Dig on in to some flap jacks Sylvaan," her cheery tone brought on by the offering of some cheap help for the day.

Sylvaan joins the family at the table and makes a point of standing close to big mac and casually brushes up against him. Big mac giggles uncomfortably and blushes as he leans away from her. Sylvaan notices this and thinks, _Well now he is almost as bad as Tyler. He he the fun has begun. I like being a mare._

As Sylvaan munches on the incredibly tasty pancakes big mac gobbles down his share hoping to get away from this strange, beautiful and all-too forward mare.

"Hey Big Mac," Applejack says. "You done already?"

Mac replies, "A-yup," nervously.

"Are you that fired up to break ground on that new field we planned out?" A.J. continues.

Big Mac fidgets as Sylvaan leans in closer to him. He quickly glances at Sylvaan and back to his sister. "AH...YUP!" he says scrambling away from the table and out the door.

Apple Bloom cracks up into giggles and smiles at Sylvaan. Then she asks her, "Sylvaan you're interesting. Where do you come from? And how did you meet Tyler?"

Sylvaan expression goes from happy and cheerful while messing with Big Mac to flat and neutral as she looks at Apple Bloom. She answers as all the apple family listens in. "I was trapped and fading away in the great northern forest. Tyler came along and helped me. Actually, he saved me. So now I protect him and his mare. I haven't met Noisome Mist yet but I look forward to it." Sylvaan says in her soft voice.

Granny smith walks over to Sylvaan and looks her up and down with a wry smile. "Yeah I look forward to it as well. If you're so close to Tyler having the three of you in one spot at the same time should prove quite interestin'. I think all of us should be there when that happens, you know just in case things get _too_ interestin'," she finishes saying as she looks pointedly at Applejack and Apple Bloom and nods.

Sylvaan sees this and realizes she is not the only pony here who has other plans in the works. She smiles, liking this Apple clan already. "Well, I feel uncomfortable standing around in here talking with you while a handsome gentle colt toils away in a field."

Applejack raises an eyebrow, tips her hat back a little and says "Sylvaan. I don't see you as a farm work pony. I bet you you can't even finish turning over one row of soil."

Sylvaan laughs and replies to Applejack "Ha ha. Looks can deceive. If you have another collar I just might surprise you."

Applejack smiles a half smile thinking this pretty filly just wants to get close to Big Mac again. She answers Sylvaan, "If you want to embarrass yourself in front of my brother far be it for me to stand in your way. There's another collar in the barn as well as a second plow. Follow me and I'll get you set up. This will be a hoot." Applejack says chuckling to herself. She just cannot not picture this fancy mare pulling a plow.

All four ponies go into the barn and Applejack fits Sylvaan with the draw collar and field plow. Applejack looks at Sylvaan all geared up to plow a field and thinks _She looks even more out of place in a plow rig than Rarity would. Well this should be quick anyway. Poor thing is going to embarrass herself._ They all leave the barn to join Big Mac at the new field site.

Big Mac is straining to pull the plow through the never tilled soil. He is so involved in his work that he doesn't see his two sisters, Applejack and Apple Bloom along with Granny Smith and Sylvaan arrive at the field. When he does look up from his work he stops short with his mouth open. He sees a beautiful dark green mare, whose hair glints with a metallic sheen in the sunlight, harnessed up in a plow rig smiling at him. He remembers how soft and smooth she had felt when she brushed against him this morning. Way too soft and smooth to ever have done physical work before. To him she looks like a jewel, a shiny green and black jewel that is out of place in a working plow harness.

Applejack, Apple Bloom and Granny Smith appear to be holding back their mirthful delight at watching Sylvaan try to prove she can do farm work. Big Mac feels a little sorry for Sylvaan. She seems nice and wants to help. True she is way too forward in her manner but that's not a good reason to let her make a fool of herself in front of everypony. Now she is going to end up embarrassed in front of all of them.

Sylvaan looks to Applejack and the others and quietly says so Big Mac can't hear, "Want to make a bet?"

Applejack chuckles and replies, "Sure thing. What is it?"

"If I can pull this plow side by side with your brother, from where he is in the middle of the field to where you are standing now... All of you have to leave and let Mac and I finish plowing this field alone."

Applejack laughs, thinking there is no way That Sylvaan can match Big Mac and if she does her reward doesn't seem like much of a win. She will still end up working to plow an untilled plot of land. She thinks for a moment. "What if you can't match my brother? What do we win?"

Sylvaan answers softly, "I will work for free for a whole month."

Applejack quickly says, "Deal. Good luck and I'm a looking forward to some extra help around here. Ha ha ha!"

Sylvaan joins Big Mac in the middle of the field. "Hi handsome," she coos sweetly as she pulls the plow release and the blade of her plow drops to the ground even with Big Mac's plow. "I'm here to help you plow but first we have to get rid of the spectators." She ends her statement with a self assured look toward Applejack.

Big Mac smiles uncomfortably at the gorgeous mare aside of him. He notices she is as tall as him but has a much more lithe and athletic build. "Um... What?" Mac asks confused as he has no idea of what's going on.

"I bet your sister I could pull a plow as well as you. If I win they have to leave and you and I can enjoy plowing this field together...Alone. Won't that be enjoyable?" Sylvaan asks with a smile as she rubs her ear on the side of Big Mac's neck.

Big Mac's eyes flash wide open as he rears up and comes down hard pulling for all he is worth. "N...NOPE!" he answers Sylvaan in his rush to leave her behind.

Sylvaan chuckles to herself at the big colt's reaction. She is enjoying this tremendously. She puts her weight into the pull collar and feels the drag of the plow as it digs into the solid and never tilled soil. Her powerful muscles flex finding the drag of the plow of little hindrance. She easily comes abreast of Big Mac but does not pass him. She looks over at him and says in honest enthusiasm, "This is fun. It's more so because I really enjoy watching a rugged and handsome earth pony flex his muscles doing honest and wholesome work."

Big Mac sees Sylvaan pulling her plow right beside his. She seems to have little trouble with the work. Her comment had made him blush a deeper red but it had sounded honest and sincere. He tries harder to pull ahead of her and reach his sister first. Sylvaan is making him uncomfortable. Try as he might he cannot not pull ahead of her. Gradually she pulls ahead of him, but not by much.

Big Mac now has the perfect position to view Sylvaan's powerful flank muscles gliding mesmerizingly beneath her shimmering dark green metallic hued coat. He is now finding it hard not to stare in amazed wonder at the strength in this beautiful mare. Sylvaan sees this, and looking back at him over her shoulders says, " My my, seeing something you like, handsome?"

Big mac stumbles feeling like he has been caught taking the last cookie from the cookie jar. He blushes deeper red and focuses on pulling harder, trying to catch up with Sylvaan. They are getting close to Applejack and the finish line. He is pulling his hardest and not winning.

Sylvaan slows a bit and both she and Big Mac arrive at Applejack at the same time. Applejack, Granny Smith and Apple Bloom are standing stunned with their mouths agape. Big Mac is standing with his head held low, sweating and panting hard. Sylvaan is standing normally and is looking calm and cool. "What in tarnation?" Applejack says still stunned. Sylvaan smiles warmly at her and says, "I believe you three were just leaving. Bye now. Your brother and I have work to do."

Applejack shrugs. "A bet's a bet. Big Mac, when you two get this finished come back to the farmhouse. We three will be doing chores of the domestic kind today."

Big Mac looks to his sister worriedly. He is not too keen on being left alone with Sylvaan. It is plain to him that she is not an ordinary earth mare. Applejack sees his distress and chuckles at him. "Heh heh, big brother you're not going to let free help get away now are you?"

Sylvaan cuts in, "Oh I'm not going anywhere. I think your brother can teach me a thing or two about plowing and tilling."

Applejack raises an eyebrow and says "Yeah...um, OK. Sylvaan you sure do have a funny way of putting words together. Anyway, Big Mac, you and Sylvaan get to work now you hear?"

Big Mac answers through his panting, "A-Yup." He looks like he wants to be anywhere but where he is right now. Sylvaan looks like she wouldn't want to be anywhere else.

Once Applejack, Apple Bloom and Granny Smith are out of sight, Sylvaan turns to Big Mac who looks concerned verging on worried and says softly and with a gentle tone, "Now, with that foolishness out of the way," she adds an extra measure of softness to her voice. "You can teach me how to properly plow a field." Sylvaan looks at Big Mac with such an open and gentle expression he finds himself becoming at ease with her, maybe even liking her.

After explaining the pattern of plowing and the spacing of the cuts to Sylvaan, the two get to work plowing up a new field. After an hour of plowing Sylvaan notices Big Mac limping on the fore end as he pulls his plow side by side with her. He had hurt himself trying to beat her and this makes her feel a little guilty. Big Mac is a good pony and she pushed him a little too far. Her game of making him uncomfortable caused him genuine harm. This was not her intent. She just enjoyed making shy ponies face their little hangups. She looks at him and gets his attention by stopping.

"Mac," she says, "stop. You're hurt and it's my fault. Go rest your shoulder in the shade. I'll finish this field. Nopony will see you. I'm sorry. I'm a bit new to emotions and I got carried away. You hurt yourself because of it, so go rest." Sylvaan finishes looking sweetly at the sweating red colt.

"But..." Big Mac starts to say but is silenced when Sylvaan turns her head and brings her cheek into contact with his lips.

She chuckles as Big Mac locks his lips closed. "Go rest and recover your strength," she says softly as she pulls the cord on Big Macs harness that raises the plow blade from the soil. "Later you can show me how to plant seeds so they will grow strong and vibrant new life." Sylvaan looks at Mac sweetly and honestly, her pale green eyes showing compassion for his injury. Big Mac's expression brightens as he begins to understand Sylvaan is genuinely interested in learning how to farm. She just has a way of putting words together so they sound like they have other meanings.

Big Mac heads to the edge of the field, unharnessed himself from the plow and lies down in the shade of an apple tree. There he watches a stunningly pretty and lithe mare walk, turning the soil and making a beautiful and fertile new field.


End file.
